Exhibit 99.1
EXPLANATORY NOTE
This exhibit 99.1 to Current Report on Form 8-K contains amended presentations of items 6, 7, 7A, 8 and 15 of the annual reports on Form 10-K for the period ended December 31, 2018 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 December 31, 2018. 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 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 amended items of the annual reports on Form 10-K 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 |
1
INDEX
Index | Page | |
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 15. | ||
2
ITEM 6. SELECTED FINANCIAL DATA
The following tables set forth Selected Financial Data for the Trust and the Operating Partnership as of and for the five years ended December 31, 2018. The information set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and notes thereto appearing elsewhere in this report. Certain amounts from prior years have been reclassified to conform to current-year presentation.
Operating Data | YEAR ENDED DECEMBER 31, | |||||||||||||||||||
(In thousands, except per share data) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Total revenue | $ | 669,960 | $ | 636,467 | $ | 651,585 | $ | 699,708 | $ | 688,695 | ||||||||||
Income from continuing operations | $ | 148,786 | $ | 235,739 | $ | 329,411 | $ | 209,508 | $ | 138,301 | ||||||||||
Income from discontinued operations | $ | 343,817 | $ | 54,306 | $ | 36,734 | $ | 36,416 | $ | 86,170 | ||||||||||
Net income | $ | 492,603 | $ | 290,045 | $ | 366,145 | $ | 245,924 | $ | 224,471 | ||||||||||
Basic income per common share/unit: | ||||||||||||||||||||
Income from continuing operations | $ | 0.98 | $ | 1.56 | $ | 2.20 | $ | 1.38 | $ | 0.91 | ||||||||||
Income from discontinued operations | $ | 2.28 | $ | 0.36 | $ | 0.24 | $ | 0.24 | $ | 0.57 | ||||||||||
Income available to common shareholders/unitholders | $ | 3.26 | $ | 1.92 | $ | 2.44 | $ | 1.62 | $ | 1.48 | ||||||||||
Diluted income per common share/unit: | ||||||||||||||||||||
Income from continuing operations | $ | 0.97 | $ | 1.55 | $ | 2.19 | $ | 1.37 | $ | 0.91 | ||||||||||
Income from discontinued operations | $ | 2.27 | $ | 0.36 | $ | 0.24 | $ | 0.24 | $ | 0.57 | ||||||||||
Income available to common shareholders/unitholders | $ | 3.24 | $ | 1.91 | $ | 2.43 | $ | 1.61 | $ | 1.48 | ||||||||||
Dividends paid per common share | $ | 1.60 | $ | 1.675 | $ | 1.90 | $ | 1.90 | $ | 1.90 | ||||||||||
Trust - weighted average number of shares outstanding - basic (1) | 147,275 | 146,742 | 146,204 | 148,243 | 147,216 | |||||||||||||||
Trust - weighted average number of shares outstanding - diluted (2) | 148,221 | 147,541 | 146,889 | 148,843 | 147,886 | |||||||||||||||
Operating Partnership - weighted average number of units outstanding - basic (1) | 150,795 | 150,270 | 149,740 | 151,783 | 150,770 | |||||||||||||||
Operating Partnership - weighted average number of units outstanding - diluted (2) | 151,741 | 151,069 | 150,425 | 152,383 | 151,440 | |||||||||||||||
Balance Sheet Data | DECEMBER 31, | |||||||||||||||||||
(In thousands) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Net real estate | $ | 5,451,080 | $ | 4,700,620 | $ | 4,365,486 | $ | 5,004,883 | $ | 5,080,958 | ||||||||||
Total assets | $ | 6,934,394 | $ | 6,439,757 | $ | 5,992,813 | $ | 6,557,629 | $ | 6,612,014 | ||||||||||
Total indebtedness | $ | 3,092,746 | $ | 2,909,545 | $ | 2,556,936 | $ | 3,147,016 | $ | 3,149,873 | ||||||||||
Liberty Property Trust shareholders' equity | $ | 3,329,861 | $ | 3,087,358 | $ | 3,003,391 | $ | 2,972,581 | $ | 3,046,961 | ||||||||||
Owners' equity (Liberty Property Limited Partnership) | $ | 3,396,772 | $ | 3,148,366 | $ | 3,062,923 | $ | 3,030,254 | $ | 3,106,312 | ||||||||||
Other Data | YEAR ENDED DECEMBER 31, | |||||||||||||||||||
(Dollars in thousands) | 2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
Net cash provided by operating activities | $ | 383,466 | $ | 336,631 | $ | 341,062 | $ | 379,121 | $ | 311,140 | ||||||||||
Net cash (used in) provided by investing activities | $ | (255,093 | ) | $ | (465,652 | ) | $ | 614,927 | $ | (89,660 | ) | $ | (106,337 | ) | ||||||
Net cash (used in) provided by financing activities | $ | (55,548 | ) | $ | 96,231 | $ | (939,507 | ) | $ | (331,860 | ) | $ | (326,843 | ) | ||||||
NAREIT Funds from operations available to common shareholders - diluted (3) | $ | 333,430 | $ | 390,644 | $ | 356,895 | $ | 410,993 | $ | 375,678 | ||||||||||
Total leaseable square footage of Wholly Owned Properties in Operation at end of period (in thousands) | 91,248 | 87,302 | 86,037 | 89,718 | 91,258 | |||||||||||||||
Total leaseable square footage of JV Properties in Operation at end of period (in thousands) | 14,853 | 14,296 | 13,060 | 14,018 | 14,297 | |||||||||||||||
Wholly Owned Properties in Operation at end of period | 502 | 509 | 505 | 610 | 669 | |||||||||||||||
JV Properties in Operation at end of period | 66 | 65 | 63 | 81 | 83 | |||||||||||||||
Wholly Owned Properties in Operation percentage leased at end of period | 96 | % | 97 | % | 96 | % | 94 | % | 93 | % | ||||||||||
JV Properties in Operation percentage leased at end of period | 99 | % | 97 | % | 96 | % | 93 | % | 92 | % |
(1) | Basic weighted average number of shares includes vested Common Shares (Liberty Property Trust) or Common Units (Liberty Property Limited Partnership) outstanding during the year. |
3
(2) | Diluted weighted average number of shares includes the vested and unvested Common Shares (Liberty Property Trust) or Common Units (Liberty Property Limited Partnership) outstanding during the year as well as the dilutive effect of outstanding options. |
(3) | The National Association of Real Estate Investment Trusts ("NAREIT") has issued a standard definition for Funds from operations (as defined below). The Securities and Exchange Commission has agreed to the disclosure of this non-US GAAP financial measure on a per share basis in its Release No. 34-47226, Conditions for Use of Non-US GAAP Financial Measures. The Company believes that the calculation of NAREIT Funds from operations is helpful to investors and management as it is a measure of the Company's operating performance that excludes depreciation and amortization and gains and losses from property dispositions. As a result, year over year comparison of NAREIT 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 NAREIT Funds from operations provides useful information to the investment community about the Company's financial performance when compared to other REITs since NAREIT Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. NAREIT Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles ("US GAAP")), excluding gains (or losses) from sales of property and impairment - real estate assets, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. NAREIT Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by US 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 Company's operating performance or to cash flows as a measure of liquidity. NAREIT Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by US GAAP. A reconciliation of NAREIT Funds from operations to net income may be found in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. |
4
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Liberty Property Trust (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, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership” and, collectively with the Trust and their consolidated subsidiaries, the “Company”).
The Company owns and operates industrial properties in the United States nationally, as well as in the United Kingdom.
As previously reported, and as further summarized below, the Company undertook several significant transactions in recent years consistent with its strategy to divest its remaining office Properties (other than its headquarters) and focus its efforts and capital solely on its industrial platform, which favors industrial properties and markets with strong demographic and economic fundamentals. In furtherance of this strategy, the Company has substantially divested of its suburban office Properties, and expects to divest its remaining metro-office Properties over the next few years. The Company plans to reinvest the proceeds of these divestments in acquisitions in targeted industrial markets and new development. The Company anticipates that this strategy will yield benefits over time, including a higher rate of rental growth and a lower level of lease transaction costs and other capital costs for industrial properties as opposed to office properties. The Company believes that this strategy has resulted in an improvement in the average quality and geographic location of its properties. The Company also believes that the benefits of the strategy will outweigh the short-term reduction in operating cash flow resulting from the disposition of its office Properties. There can be no assurance, however, that the benefits of the Company’s strategy will be realized.
As of December 31, 2018 the Company owned the following "Properties in Operation" (square feet in thousands):
Number of Operating Industrial Properties | Number of Operating Office Properties | Total Number of Properties | Total Square Feet | ||||||||
"Wholly Owned Properties in Operation" | 480 | 22 | 502 | 91,248 | |||||||
"JV Properties in Operation" (at 100%) | 48 | 18 | 66 | 14,853 | |||||||
"Properties in Operation" | 528 | 40 | 568 | 106,101 | |||||||
As of December 31, 2018 the Company owned the following "Properties under Development" and "Properties held for Redevelopment/Value-Added" (square feet upon completion in thousands):
Number of Properties | Total Square Feet | |||||
"Wholly Owned Properties under Development" | 29 | 8,195 | ||||
"JV Properties under Development" (at 100%) | 2 | 134 | (1) | |||
"Properties under Development" | 31 | 8,329 | ||||
"Wholly Owned Properties held for Redevelopment/Value-Added" | 7 | 868 | ||||
"JV Properties held for Redevelopment/Value-Added" (at 100%) | 1 | 48 | ||||
"Properties held for Redevelopment/Value-Added" | 8 | 916 | ||||
(1) Including a 217-room hotel, which is excluded from square footage total. |
The Company also owned 1,283 acres of developable land and through unconsolidated joint ventures 339 acres of developable land substantially all of which is zoned for commercial use.
The Company focuses on creating value for shareholders and increasing profitability and cash flow. With respect to its Properties in Operation, the Company endeavors to maintain high occupancy levels while maximizing rental rates and controlling costs. The Company pursues development opportunities that it believes will create value and yield acceptable returns. The Company also acquires properties that it believes will create long-term value, and disposes of properties that no longer fit within the Company’s strategic objectives or in situations where it can optimize cash proceeds.
5
The Company’s operating results depend primarily upon income from rental operations and are substantially influenced by rental demand for the Properties in Operation. During the year ended December 31, 2018, straight line rents on renewal and replacement leases were on average 15.4% higher than rents on expiring leases. During the year ended December 31, 2018, the Company leased 22.9 million square feet and, as of that date, attained occupancy of 95.9% for the Wholly Owned Properties in Operation and 98.9% for the JV Properties in Operation for a combined occupancy of 96.3% for the Properties in Operation. At December 31, 2017, occupancy for the Wholly Owned Properties in Operation was 97.0% and for the JV Properties in Operation was 96.5% for a combined occupancy for the Properties in Operation of 96.9%. During the third quarter of 2018, the Sears Holdings Corporation filed for reorganization under Chapter 11 of the federal bankruptcy laws. If the Company's leases with Sears are rejected it could have a negative impact on operating results. This tenant represents 0.8% of square feet of the Company's Properties in Operation and 0.8% of Net Rent. For the tenants in the JV Properties in Operation, Net Rent reflects the Company's ownership percentage of the respective joint ventures.
Based on the Company's current outlook, the Company anticipates that property level operating income for the Same Store (defined below) group of industrial properties will increase for the full year 2019, compared to 2018, driven primarily by new and renewal leases being executed at higher rental rates than those of expiring leases. The Company expects Same Store occupancy levels to remain relatively consistent with those in 2018.
The assumptions presented above are forward-looking and are based on the Company’s future view of market and general economic conditions, as well as other risks outlined below under the caption “Forward-Looking Statements.” There can be no assurance that the Company’s actual results will not differ materially from assumptions set forth above. The Company assumes no obligation to update these assumptions in the future.
Wholly Owned Capital Activity
Acquisitions
During the year ended December 31, 2018, the Company acquired 16 operating properties for an aggregate purchase price of $494.3 million. These properties contain an aggregate of 4.1 million square feet of leaseable space and were 61.0% leased as of December 31, 2018. The Company also acquired 12 parcels of land totaling 274.9 acres for an aggregate purchase price of $138.3 million.
Dispositions
During the year ended December 31, 2018, the Company sold 39 Wholly Owned Properties containing an aggregate of 3.4 million square feet, development rights in the UK, and 79.1 acres of land for aggregate proceeds of $873.4 million.
Development
During the year ended December 31, 2018, the Company brought into service 16 Wholly Owned Properties under Development representing 4.7 million square feet and a Total Investment of $434.7 million. As of December 31, 2018, the Company had 29 Wholly Owned Properties under Development, which are expected to comprise, upon completion, 8.2 million square feet and are expected to represent a Total Investment of $735.0 million. These Wholly Owned Properties under Development were 36.3% pre-leased as of December 31, 2018.
“Total Investment” for a Property Under Development is defined as the sum of the land costs and the costs of land improvements, building and building improvements, lease transaction costs, and where appropriate, other development costs and carrying costs.
Unconsolidated Joint Venture Activity
The Company periodically enters into unconsolidated joint venture relationships in connection with the execution of its real estate operating strategy.
Acquisitions/Dispositions
During the year ended December 31, 2018, none of the unconsolidated joint ventures in which the Company holds an interest acquired or sold any operating properties or land parcels.
Consistent with the Company's strategy, from time to time the Company may consider selling assets to or purchasing assets from an unconsolidated joint venture in which the Company holds an interest.
Development
6
During the year ended December 31, 2018, an unconsolidated joint venture in which the Company held an interest brought into service a build-to-suit project totaling 302,000 square feet and representing a Total Investment of $21.0 million. As of December 31, 2018, this completed development property was 100.0% leased. As of December 31, 2018, the Company had one JV Property under Development, which is expected to comprise, upon completion, 134,000 square feet and is expected to represent a Total Investment of $10.3 million. This JV Property under Development was 54.6% pre-leased as of December 31, 2018.
During the year ended December 31, 2018, the joint venture owning the office portion of the Comcast Technology Center brought into service 250,000 square feet of office space representing a Total Investment by such joint venture of $136.1 million. During the year ended December 31, 2017, the joint venture owning the office portion of the Comcast Technology Center brought into service 1.1 million square feet of office space representing a Total Investment by such joint venture of $599.6 million. The office portion of the Project is now substantially complete. The 217-room Four Seasons hotel representing an aggregate Total Investment by the joint venture owning the hotel portion of the Comcast Technology Center of $225.5 million when completed continued to be developed by such joint venture as of December 31, 2018.
Forward-Looking Statements
When used throughout this report, the words "believes," "anticipates," "estimates" and "expects" and similar expressions are intended to identify forward-looking statements. Such statements indicate that assumptions have been used that are subject to a number of risks and uncertainties that could cause actual financial results or management plans and objectives to differ materially from those projected or expressed herein, including: the effect of national and regional economic conditions; rental demand; the Company's ability to continue to implement its plans for repositioning the portfolio; the Company's ability to identify, and enter into agreements with, suitable joint venture partners in situations where it believes such arrangements are advantageous; the Company's ability to identify and secure additional properties and sites, both for itself and the joint ventures to which it is a party, that meet its criteria for acquisition or development; the availability and cost of capital; the effect of prevailing market interest rates; risks related to the integration of the operations of entities that we have acquired or may acquire; risks related to litigation; and other risks described in Item 1A. Risk Factors and, from time to time, in the Company's filings with the SEC. Given these uncertainties, readers are cautioned not to place undue reliance on such statements.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP"). The preparation of these financial statements requires the Company to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases these estimates, judgments and assumptions on historical experience and on other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
The following critical accounting policies discussion reflects what the Company believes are the more significant estimates, assumptions and judgments used in the preparation of its Consolidated Financial Statements. This discussion of critical accounting policies is intended to supplement the description of the accounting policies in the footnotes to the Company's Consolidated Financial Statements and to provide additional insight into the information used by management when evaluating significant estimates, assumptions and judgments. For further discussion of our significant accounting policies, see Note 2 to the Consolidated Financial Statements included in this report.
Capitalized Costs
Acquisition costs related to the purchase of operating properties and land are capitalized and included in net real estate. Prior to the adoption of ASU 2017-01, Clarifying the Definition of Business, the Company expensed acquisition costs related to the purchase of operating properties with in-place tenants. For the nine months ended September 30, 2016 acquisition costs expensed were $172,000.
The Company capitalizes costs associated with development and redevelopment activities, capital improvements, tenant improvements, and leasing activities, including compensation costs. Expenditures directly related to the improvement of real estate, including interest and other costs capitalized on development and redevelopment projects and land being readied for development, are included in net real estate and are stated at cost. The Company considers a development property substantially complete upon the completion of tenant build-out, but no later than one year after the completion of major construction activity. These capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, development related compensation and other costs incurred during the period of development. The determination to capitalize rather than expense costs requires the Company to evaluate the status of the development activity. The total of capitalized compensation costs directly related to the development, redevelopment, capital improvements and tenant improvements for the years ended December 31, 2018, 2017 and 2016 was $7.1 million, $5.5 million and $7.2 million, respectively.
7
Certain employees of the Company are compensated for leasing services related to the Company's properties. The compensation directly related to signed leases is capitalized and amortized as a deferred leasing cost. The total of this capitalized compensation was $2.7 million, $3.6 million and $3.8 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Capitalized interest for the years ended December 31, 2018, 2017 and 2016 was $24.5 million, $21.0 million and $24.1 million, respectively.
Revenue Recognition
Rental revenue is recognized on a straight line basis over the noncancelable terms of the respective leases. Deferred rent receivable represents the amount by which straight line rental revenue exceeds rents currently billed in accordance with the lease agreements. Above-market and below-market lease values for acquired properties are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place lease. The capitalized above or below-market lease values are amortized as a component of rental revenue over the remaining term of the respective leases and any bargain renewal option periods, where appropriate.
The Company recognizes development service fee income on a variable basis as a percentage of costs incurred on third party development contracts. Property development services, which are a single performance obligation, continue to be satisfied and recognized over time. The Company measures its progress toward completing the performance obligation under each
arrangement. The measurement of the transfer of value to the customer for these services utilizes the input method (actual costs incurred against anticipated project costs) since this method best depicts the actual transfer of value promised to the customer. Estimated expected losses on such contracts are accrued in the period in which they are determinable. The total amount of consideration to be received from these projects is assessed on a quarterly basis.
The Company is required to make judgments regarding estimated cost overruns that may be incurred relating to an agreement to develop, for a fee, the Comcast Technology Center in Philadelphia, PA (see note 7 to the consolidated financial statements where discussed further). Under this development agreement, the Company has accrued $67.1 million as of December 31, 2018 relating to its development cost guarantees to the joint ventures which own the project and in which the Company holds an interest. There can be no assurances that amounts incurred, including as a result of claims that have been asserted by the third party contractor and certain subcontractors, will not exceed these estimates. The Company is not able to reasonably estimate the amount of additional expenses, if any, that it may incur as a result of such claims, and accordingly any potential exposure of the Company for such claims is not included within the accrual described above. If the Company were to incur additional expenses in connection with its development cost guarantee or in connection with any such claims, such amounts would be accrued when they are determined to be probable of being incurred and are reasonably estimable, and could be material to the Company's results of operations in future periods. If the Company were to subsequently recover any of the cost overruns initially funded by the Company, such recoveries would be recorded when and if realized in future periods.
Allowance for Doubtful Accounts
The Company continually monitors the liquidity and creditworthiness of its tenants. Based on these reviews, provisions are established, and an allowance for doubtful accounts for estimated losses resulting from the inability of its tenants to make required rental payments is maintained. As of December 31, 2018 and 2017, the Company's allowance for doubtful accounts totaled $6.4 million and $6.6 million, respectively. The Company recognized bad debt expense of $1.4 million, $0.6 million and $0.6 million for the years ended December 31, 2018, 2017 and 2016, respectively.
8
Impairment of Real Estate
The Company evaluates its real estate investments upon the occurrence of significant adverse changes in operations to assess whether any impairment indicators are present that could affect the recovery of the recorded value. Indicators the Company uses to determine whether an impairment evaluation is necessary include the low occupancy level of the property, holding period for the property, strategic decisions regarding future development plans for a property under development and land held for development and other market factors. If impairment indicators are present, the Company performs an undiscounted cash flow analysis and compares the net carrying amount of the property to the property's estimated undiscounted future cash flow over the anticipated holding period. The Company assesses the expected undiscounted cash flows based upon a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, current market rental rates, changes in market rental rates, operating costs, capitalization rates and holding periods. For these assumptions, the Company considers its experience and historical performance in the various markets and data provided by market research organizations. If any real estate investment is considered impaired, the carrying value of the property is written down to its estimated fair value.If held for sale, a property is not considered impaired unless its estimated fair value (less costs to sell) is less than the property's book value at the balance sheet date. The Company estimates fair value based on the discounting of future expected cash flows at a risk adjusted interest rate. During the years ended December 31, 2018, 2017 and 2016, the Company recognized impairment losses of $39.7 million, $10.6 million and $3.9 million, respectively. The determination of whether an impairment exists requires the Company to make estimates, judgments and assumptions about the future cash flows. The Company has applied reasonable estimates and judgments in determining the level of impairments recognized. Should external or internal circumstances change requiring the need to shorten the holding periods or adjust the estimated future cash flows of the Company’s assets, the Company could be required to record impairment charges in the future.
Intangibles
The Company allocates the purchase price of real estate acquired to land, building and improvements and intangibles based on the relative fair value of each component. The value ascribed to in-place leases is based on the rental rates for the existing leases compared to the Company's estimate of the market lease rates for leases of similar terms and present valuing the difference based on an interest rate which reflects the risks associated with the leases acquired. Origination values are also assigned to in-place leases, and, where appropriate, value is assigned to customer relationships. Origination cost estimates include the costs to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. Additionally, the Company estimates carrying costs during the expected lease-up periods including real estate taxes, other operating expenses and lost rentals at contractual rates. Such amounts are also included in origination costs. The amounts allocated to the intangible relating to in-place leases, which are included in deferred financing and leasing costs or in other liabilities in the accompanying consolidated balance sheets, are amortized to rental income for market rental rate intangibles and to depreciation and amortization for origination costs on a straight line basis over the remaining term of the related leases. In the event that a tenant terminates its lease, the unamortized portion of the intangible is written off.
Investments in Unconsolidated Joint Ventures
The Company analyzes its investments in joint ventures to determine if the joint venture is considered a variable interest entity and would require consolidation. The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence over, but does not control, these entities. These investments are recorded initially at cost and subsequently adjusted for equity in earnings and cash contributions and distributions.
On a periodic basis, management assesses whether there are any indicators that the value of the Company's investments in unconsolidated joint ventures may be impaired. An investment is impaired if management's estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other than temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
Management estimated the fair value of its ownership interest in the joint ventures considering the estimated fair value of the real estate assets owned by the joint ventures and the related indebtedness as well as the working capital assets and liabilities of the joint ventures and the terms of the related joint venture agreements. The Company's estimates of fair value of the real estate assets are based on a discounted cash flow analysis incorporating a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, current market rental rates, changes in market rental rates, operating costs, capitalization rates, holding periods and discount rates. For these assumptions, the Company considered its experience and historical performance in the various markets and data provided by market research organizations. In assessing whether an impairment is other-than-temporary, the Company considers several factors. The longevity and severity of the impairment are considered as well as the expected time for recovery of value to occur, if ever.
9
During the years ended December 31, 2018 and 2017 the Company concluded that certain of the properties owned by the Liberty Washington, LP joint venture were impaired and the joint venture recorded an impairment charge. The Company's share of these impairment charges were $6.3 million and $4.0 million, respectively, and are reflected in equity in earnings of unconsolidated joint ventures in the Company's 2018 and 2017 consolidated statements of comprehensive income.
There were no impairments recorded by the unconsolidated joint ventures in which the Company held an interest during the year ended December 31, 2016.
Derivative Instruments and Hedging Activities
Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in the consolidated statements of comprehensive income as a component of net income or as a component of other comprehensive income and as a component of equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity.
Results of Operations
The following discussion is based on the consolidated financial statements of the Company. It compares the results of operations of the Company for the year ended December 31, 2018 with the results of operations of the Company for the year ended December 31, 2017, and the results of operations of the Company for the year ended December 31, 2017 with the results of operations of the Company for the year ended December 31, 2016. As a result of the varying levels of development, acquisition and disposition activities by the Company in 2018, 2017 and 2016, the overall operating results of the Company during such periods are not directly comparable. However, certain data, including the Same Store (as defined below) comparison, do lend themselves to direct comparison.
This information should be read in conjunction with the accompanying consolidated financial statements and notes included elsewhere in this report.
Comparison of Year Ended December 31, 2018 to Year Ended December 31, 2017
Rental Revenue
Rental revenue was $453.5 million for the year ended December 31, 2018 compared to $424.2 million for the same period in 2017. This increase of $29.3 million was primarily due to increased rental revenue related to acquisitions and completed development properties and an increase of $13.0 million related to the Company's Industrial Same Store portfolio (see below).
Operating Expense Reimbursement
Operating expense reimbursement was $143.3 million for the year ended December 31, 2018 compared to $129.6 million for the same period in 2017. This increase of $13.7 million was primarily due to an increase in rental property expense and real estate taxes (as detailed below).
Rental Property Expense
Rental property expense was $56.5 million for the year ended December 31, 2018 compared to $52.3 million for the same period in 2017. This increase of $4.2 million resulted from the additional expense for acquisition and completed development properties and an increase of $3.0 million related to increased costs for the Company's Industrial Same Store properties. Rental property expense includes utilities, insurance, janitorial, landscaping, snow removal and other costs necessary to maintain a property.
Real Estate Taxes
Real estate taxes were $90.0 million for the year ended December 31, 2018 compared to $81.8 million for the same period in 2017. This increase of $8.2 million was primarily due to increased real estate taxes for acquisitions and completed development properties and an increase of $3.1 million related to higher real estate tax assessments for the Company's Industrial Same Store properties.
Segments
The Company evaluates the performance of the Wholly Owned Properties in Operation in terms of net operating income by reportable segment (see Note 18 to the Company’s Consolidated Financial Statements for a reconciliation of this measure to net income). Net operating income includes operating revenue from external customers, rental property expense, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment. The following table identifies changes in reportable segment net operating income (dollars in thousands):
10
Reportable Segment Net Operating Income:
Year Ended December 31, | Percentage Increase (Decrease) | ||||||||||
2018 | 2017 | ||||||||||
Carolinas/Richmond | $ | 58,722 | $ | 54,652 | 7.4 | % | (1) | ||||
Chicago/Minneapolis | 41,945 | 40,346 | 4.0 | % | (2) | ||||||
Cincinnati/Columbus/Indianapolis | 11,860 | 13,011 | (8.8 | %) | (3) | ||||||
Dallas | 12,914 | 9,367 | 37.9 | % | (4) | ||||||
Florida | 45,467 | 41,195 | 10.4 | % | (5) | ||||||
Houston | 38,416 | 33,034 | 16.3 | % | (6) | ||||||
Lehigh/Central PA | 115,232 | 120,292 | (4.2 | %) | (7) | ||||||
Philadelphia | 37,349 | 36,353 | 2.7 | % | |||||||
Southern California | 24,492 | 10,238 | 139.2 | % | (5) | ||||||
United Kingdom | 15,999 | 13,744 | 16.4 | % | (9) | ||||||
Other | 86,543 | 94,277 | (8.2 | %) | (8) | ||||||
Total reportable segment net operating income | $ | 488,939 | $ | 466,509 | 4.8 | % |
(1) | The increase was primarily due to an increase in rental rates and average gross investment in operating real estate. |
(2) | The increase was primarily due to an increase in rental rates and occupancy. |
(3) | The decrease was primarily due to a decrease in occupancy. |
(4) | The increase was primarily due to an increase in average gross investment in operating real estate. |
(5) | The increase was primarily due to an increase in rental rates, occupancy and average gross investment in operating real estate. |
(6) | The increase was primarily due to an increase in occupancy. |
(7) | The decrease was primarily due to a decrease in average gross investment in operating real estate, a decrease in occupancy, offset by an increase in rental rates. |
(8) | The decrease was primarily due to a decrease in average gross investment in operating real estate. |
(9) | The increase was primarily due to an increase in rental rates and average gross investment in operating real estate offset by changes in the foreign exchange rate. |
Industrial Same Store
Property level operating income, exclusive of termination fees, for the Industrial Same Store properties is identified in the table below.
The Industrial Same Store results were affected by changes in occupancy and rental rates as detailed below for the respective periods.
Year Ended | |||||||
December 31, | |||||||
2018 | 2017 | ||||||
Average occupancy % | 96.8 | % | 96.7 | % | |||
Average rental rate - cash basis (1) | $ | 5.16 | $ | 4.95 | |||
Average rental rate - straight line basis (2) | $ | 6.84 | $ | 6.59 |
(1) | Represents the average contractual rent per square foot for the year ended December 31, 2018 or 2017 for tenants in occupancy in the Industrial Same Store properties. Cash basis rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period its rent would equal zero for purposes of this metric. |
(2) | Represents the average straight line rent and operating expense reimbursement per square foot for the year ended December 31, 2018 or 2017 for tenants in occupancy in the Industrial Same Store properties. |
11
Management generally considers the performance of the Industrial Same Store properties to be a useful financial performance measure because the results are directly comparable from period to period. In addition, Industrial Same Store property level operating income and Industrial Same Store cash basis property level operating income are considered by management to be more reliable indicators of the portfolio’s baseline performance. The Industrial Same Store properties consist of the 431 properties totaling approximately 78.4 million square feet owned on January 1, 2017. Properties that were acquired, or on which development was completed, during the years ended December 31, 2018 and 2017 are excluded from the Industrial Same Store properties. Properties that were acquired, or on which development was completed, are included in Industrial Same Store properties when they have been purchased in the case of acquisitions, and placed into service in the case of completed development, prior to the beginning of the earliest period presented in the comparison. The two industrial properties sold during the year ended December 31, 2018 and the four industrial properties sold during 2017 are also excluded.
Set forth below is a schedule comparing the property level operating income, on a straight line basis and on a cash basis, for the Industrial Same Store properties for the years ended December 31, 2018 and 2017. Industrial Same Store property level operating income and cash basis property level operating income are non-US GAAP measures and do not represent income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures because they do not reflect the consolidated operations of the Company. Investors should review Industrial Same Store results, along with Funds from operations (see “Liquidity and Capital Resources” below), US GAAP net income and cash flow from operating activities, investing activities and financing activities when considering the Company’s operating performance. Also set forth below is a reconciliation of Industrial Same Store property level operating income and cash basis property level operating income to net income (in thousands).
12
Year Ended | |||||||
December 31, 2018 | December 31, 2017 | ||||||
Reconciliation of non-US GAAP financial measure – Industrial Same Store: | |||||||
Net income | $ | 492,603 | $ | 290,045 | |||
Discontinued operations (1) | (343,817 | ) | (54,306 | ) | |||
Equity in earnings of unconsolidated joint ventures | (21,382 | ) | (17,155 | ) | |||
Income taxes | 7,258 | 1,893 | |||||
Gain on property dispositions | (81,514 | ) | (100,387 | ) | |||
Interest expense | 87,642 | 82,180 | |||||
Loss on debt extinguishment | — | 49 | |||||
Interest and other income | (12,285 | ) | (8,116 | ) | |||
Impairment - real estate assets | 32,431 | 3,946 | |||||
Development service fee expense | 134,825 | 85,805 | |||||
Depreciation and amortization expense | 161,881 | 156,085 | |||||
Other operating expenses | 11,994 | 6,167 | |||||
General and administrative expense | 53,734 | 56,101 | |||||
Development service fee income | (73,224 | ) | (82,673 | ) | |||
Termination fees (2) | (2,070 | ) | (3,938 | ) | |||
Non-same store property level operating income - continuing operations | (45,723 | ) | (27,779 | ) | |||
Same store property level operating income | 402,353 | 387,917 | |||||
Less straight line rent | 7,286 | 10,987 | |||||
Same store cash basis property level operating income | $ | 395,067 | $ | 376,930 | |||
Industrial Same Store: | |||||||
Rental revenue | $ | 401,824 | $ | 388,827 | |||
Operating expenses: | |||||||
Rental property expense | 53,663 | 50,630 | |||||
Real estate taxes | 74,530 | 71,417 | |||||
Operating expense recovery | (128,722 | ) | (121,137 | ) | |||
Unrecovered operating expenses | (529 | ) | 910 | ||||
Property level operating income | 402,353 | 387,917 | |||||
Less straight line rent | 7,286 | 10,987 | |||||
Cash basis property level operating income | $ | 395,067 | $ | 376,930 |
(1) Includes termination fee income of $392,000 and termination fee expense of $202,000 for the years ended December 31, 2018 and 2017, respectively.
(2) Termination fees are fees that the Company agrees to accept in consideration for permitting certain tenants to terminate their leases prior to the contractual expiration date.
Development Service Fee Income and Expense
Development Service fee activity was a net loss of $61.6 million and $3.1 million during the years ended December 31, 2018 and 2017, respectively. This increase was primarily due to additional expenses the Company accrued in 2018 in its Philadelphia reportable segment. See Note 7 to the Company's financial statements.
General and Administrative
General and administrative expenses decreased to $53.7 million for the year ended December 31, 2018 compared to $56.1 million for the year ended December 31, 2017. This decrease was primarily due to decreases in incentive compensation expense.
General and administrative expenses include salaries, wages and incentive compensation for general and administrative staff along with related costs, consulting, marketing, public company expenses and other general and administrative costs.
13
Other Operating Expenses
Other operating expenses increased to $12.0 million for the year ended December 31, 2018 compared to $6.2 million for the year ended December 31, 2017. This increase was primarily due to costs incurred in connection with the Company's implementation of new financial and operating systems and additional severance costs associated with a reduction in head count associated with real estate sales. Offsetting these increases is a reduction in expensed pursuit costs.
Depreciation and Amortization
Depreciation and amortization increased to $161.9 million for the year ended December 31, 2018 from $156.1 million for the year ended December 31, 2017. This increase was primarily due to depreciation and amortization related to acquisitions and completed development properties since January 1, 2017.
Impairment - Real Estate Assets
Impairment - real estate assets increased to $32.4 million for the year ended December 31, 2018, as compared to $3.9 million for year ended December 31, 2017. In 2018 the Company recognized $32.4 million in impairment charges related to land in its Philadelphia, Florida, Chicago/Minneapolis and the Other reportable segments. In 2017, the Company recognized an impairment charge related to land held for development in the Company's Houston reportable segment. This property was subsequently sold. See Note 19 to the Company's financial statements.
Interest Expense
Interest expense increased to $87.6 million for the year ended December 31, 2018 from $82.2 million for the year ended December 31, 2017. This increase was due to the increase in the average debt outstanding to $2,974.0 million for the year ended December 31, 2018 from $2,756.0 million for the year ended December 31, 2017. The increase was partially offset by an increase in interest capitalized to $24.5 million for the year ended December 31, 2018 compared to $21.0 million for the year ended December 31, 2017 as well as a decrease in the weighted average interest rate to 3.8% for the year ended December 31, 2018 from 3.9% for the year ended December 31, 2017.
Equity in Earnings of Unconsolidated Joint Ventures
Equity in earnings of unconsolidated joint ventures increased to $21.4 million for the year ended December 31, 2018 compared to $17.2 million for the year ended December 31, 2017. This increase was primarily due to the Company's share of results from operations for a completed development building in an unconsolidated joint venture in which the Company holds an interest which was brought into service in January 2018. Additionally, the Company and its partner repaid third party joint venture debt resulting in a decrease in interest expense for another joint venture. Finally, offsetting these increases in joint venture net income is the Company's $6.3 million share of an impairment taken in a joint venture.
Equity in earnings of unconsolidated joint ventures was also impacted by changes in the gain on the sale of land leasehold interests by an unconsolidated joint venture in which the Company holds an interest. The Company's share of these gains was $5.8 million for the year ended December 31, 2018 compared to $8.0 million for the year ended December 31, 2017.
Other
Gain on property dispositions decreased to $81.5 million for the year ended December 31, 2018 from $100.4 million for the year ended December 31, 2017. This decrease resulted from the volume and composition of sales in 2018 as compared to 2017.
Discontinued Operations
A summary of the results of operations for the properties classified as discontinued operations through the respective disposition dates (if applicable) is as follows (in thousands):
14
For the Year Ended | ||||||||||
December 31, 2018 | December 31, 2017 | |||||||||
Revenue | ||||||||||
Rental | $ | 70,315 | $ | 83,696 | ||||||
Operating expense reimbursement | 20,670 | 33,650 | ||||||||
Total Revenue | 90,985 | 117,346 | ||||||||
Expenses | ||||||||||
Rental Property | 12,717 | 23,104 | ||||||||
Real estate taxes | 8,970 | 12,910 | ||||||||
Other operating expense | 100 | (182 | ) | |||||||
Interest expense | 7,800 | 8,916 | ||||||||
Depreciation and amortization | 13,192 | 25,805 | ||||||||
Impairment charges - real estate assets | 7,257 | 6,686 | ||||||||
Total Expenses | 50,036 | 77,239 | ||||||||
Interest and other income | (185 | ) | (280 | ) | ||||||
Gain on property disposition | 303,159 | 14,578 | ||||||||
Income taxes | (106 | ) | (99 | ) | ||||||
Income from discontinued operations | 343,817 | 54,306 | ||||||||
Noncontrolling interest - operating partnership | (8,011 | ) | (1,271 | ) | ||||||
Noncontrolling interest – consolidated joint ventures | (495 | ) | (511 | ) | ||||||
Income available to common shareholders | $ | 335,311 | $ | 52,524 |
Changes in discontinued operations are reflective of the period of time the properties were held during the respective periods. To the extent that a property is sold, or completed and stabilized during a period, it will only impact the results of such period prior to being sold or completed and stabilized, as the case may be. There were 37 properties classified as discontinued operations and sold during the year ended December 31, 2018 and two properties were classified as discontinued operations and sold during the year ended December 31, 2017.
As a result of the foregoing, the Company’s net income increased to $492.6 million for the year ended December 31, 2018 from $290.0 million for the year ended December 31, 2017.
Comparison of Year Ended December 31, 2017 to Year Ended December 31, 2016
Rental Revenue
Rental revenue was $424.2 million for the year ended December 31, 2017 compared to $476.1 million for the same period in 2016. This decrease of $51.9 million was primarily due to the net result of decreased rental revenue related to property disposition activity since January 1, 2016, offset by increased rental revenue related to acquisitions and completed development for the same comparative periods and an increase of $9.6 million related to the Company's Prior Year Industrial Same Store portfolio (see below).
Operating Expense Reimbursement
Operating expense reimbursement was $129.6 million for the year ended December 31, 2017 compared to $162.5 million for the same period in 2016. This decrease of $32.9 million was primarily due to lower reimbursements associated with the property disposition activity since January 1, 2016.
Rental Property Expense
Rental property expense was $52.3 million for the year ended December 31, 2017 compared to $83.9 million for the same period in 2016. This decrease of $31.6 million was primarily due to a reduction in expense resulting from property disposition activity partially offset by increased expenses resulting from the acquisition and completed development of industrial properties. Rental property expense includes utilities, insurance, janitorial, landscaping, snow removal and other costs necessary to maintain a property.
Real Estate Taxes
15
Real estate taxes were $81.8 million for the year ended December 31, 2017 compared to $91.8 million for the same period in 2016. This decrease of $10.0 million was primarily due to the net result of decreased real estate taxes related to property disposition activity since January 1, 2016.
Segments
The Company evaluates the performance of the Wholly Owned Properties in Operation in terms of net operating income by reportable segment (see Note 18 to the Company’s Consolidated Financial Statements for a reconciliation of this measure to net income). Net operating income includes operating revenue from external customers, rental property expense, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment. The following table identifies changes in reportable segment net operating income (dollars in thousands):
Reportable Segment Net Operating Income:
Year Ended December 31, | Percentage Increase (Decrease) | ||||||||||
2017 | 2016 | ||||||||||
Carolinas/Richmond | $ | 54,652 | $ | 47,872 | 14.2 | % | (1) | ||||
Chicago/Minneapolis | 40,346 | 47,289 | (14.7 | %) | (2) | ||||||
Cincinnati/Columbus/Indianapolis | 13,011 | 12,064 | 7.8 | % | (3) | ||||||
Dallas | 9,367 | 8,281 | 13.1 | % | (4) | ||||||
Florida | 41,195 | 65,273 | (36.9 | %) | (2) | ||||||
Houston | 33,034 | 33,715 | (2.0 | %) | |||||||
Lehigh/Central PA | 120,292 | 103,645 | 16.1 | % | (1) | ||||||
Philadelphia | 36,353 | 33,481 | 8.6 | % | (1) | ||||||
Southern California | 10,238 | 7,100 | 44.2 | % | (1) | ||||||
United Kingdom | 13,744 | 11,369 | 20.9 | % | (5) | ||||||
Other | 94,277 | $ | 123,040 | (23.4 | %) | (2) | |||||
Total reportable segment net operating income | $ | 466,509 | $ | 493,129 | (5.4 | %) |
(1) | The increase was primarily due to an increase in average gross investment in operating real estate. |
(2) | The decrease was primarily due to a decrease in average gross investment in operating real estate offset by an increase in occupancy. |
(3) | The increase was primarily due to an increase in termination fee income and occupancy. |
(4) | The increase was primarily due to an increase in average gross investment in operating real estate and occupancy |
(5) | The increase was primarily due to an increase in the foreign exchange rate. |
16
Prior Year Industrial Same Store
Property level operating income, exclusive of termination fees, for the Prior Year Industrial Same Store properties is identified in the table below. The Prior Year Industrial Same Store group was adjusted to reflect industrial properties to align with the comparative presentation of Industrial Same Store Properties for the years 2018 versus 2017. This comparison reflects the Company's strategy to divest its remaining office properties and focus its efforts and capital solely on its industrial platform.
The Prior Year Industrial Same Store results were affected by changes in occupancy and rental rates as detailed below for the respective periods as well as the decrease in the non-recovered portion of the snow removal costs and other weather-related expenses for the respective periods.
Year Ended | |||||||
December 31, | |||||||
2017 | 2016 | ||||||
Average occupancy % | 96.6 | % | 96.5 | % | |||
Average rental rate - cash basis (1) | $ | 5.00 | $ | 4.87 | |||
Average rental rate - straight line basis (2) | $ | 6.62 | $ | 6.48 |
(1) | Represents the average contractual rent per square foot for the year ended December 31, 2017 or 2016 for tenants in occupancy in the Industrial Same Store properties. Cash basis rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period its rent would equal zero for purposes of this metric. |
(2) | Represents the average straight line rent and operating expense reimbursement per square foot for the year ended December 31, 2017 or 2016 for tenants in occupancy in the Industrial Same Store properties. |
Management generally considers the performance of the Prior Year Industrial Same Store properties to be a useful financial performance measure because the results are directly comparable from period to period. In addition, Prior Year Industrial Same Store property level operating income and Prior Year Industrial Same Store cash basis property level operating income are considered by management to be more reliable indicators of the portfolio’s baseline performance. The Prior Year Industrial Same Store properties consist of the 426 properties totaling approximately 75.2 million square feet owned on January 1, 2016. Industrial properties that were acquired, or on which development was completed, during the years ended December 31, 2017 and 2016 are excluded from the Prior Year Industrial Same Store properties. Industrial properties that were acquired, or on which development was completed, are included in Prior Year Industrial Same Store when they have been purchased in the case of acquisitions, and placed into service in the case of completed development, prior to the beginning of the earliest period presented in the comparison. The four industrial properties sold during the year ended December 31, 2017 and the 48 industrial properties sold during 2016 are also excluded.
Set forth below is a schedule comparing the property level operating income, on a straight line basis and on a cash basis, for the Prior Year Industrial Same Store properties for the years ended December 31, 2017 and 2016. Prior Year Industrial Same Store property level operating income and cash basis property level operating income are non-US GAAP measures and do not represent income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures because they do not reflect the consolidated operations of the Company. Investors should review Prior Year Industrial Same Store results, along with Funds from operations (see “Liquidity and Capital Resources” below), US GAAP net income and cash flow from operating activities, investing activities and financing activities when considering the Company’s operating performance. Also set forth below is a reconciliation of Prior Year Industrial Same Store property level operating income and cash basis property level operating income to net income (in thousands).
17
Year Ended | |||||||
December 31, 2017 | December 31, 2016 | ||||||
Reconciliation of non-US GAAP financial measure – Prior Year Industrial Same Store: | |||||||
Net income | $ | 290,045 | $ | 366,145 | |||
Discontinued operations (1) | (54,306 | ) | (36,734 | ) | |||
Equity in earnings of unconsolidated joint ventures | (17,155 | ) | (21,970 | ) | |||
Income taxes | 1,893 | 1,874 | |||||
Gain on property dispositions | (100,387 | ) | (219,270 | ) | |||
Interest expense | 82,180 | 102,958 | |||||
Loss on debt extinguishment | 49 | 27,099 | |||||
Interest and other income | (8,116 | ) | (14,054 | ) | |||
Impairment charges - real estate assets | 3,946 | 3,879 | |||||
Development service fee expense | 85,805 | 12,165 | |||||
Depreciation and amortization expense | 156,085 | 185,778 | |||||
Other operating expense | 6,167 | 5,017 | |||||
General and administrative expense | 56,101 | 62,963 | |||||
Development service fee income | (82,673 | ) | (12,941 | ) | |||
Termination fees (2) | (3,938 | ) | (2,684 | ) | |||
Non-same store property level operating income - continuing operations | (42,881 | ) | (99,392 | ) | |||
Prior year industrial same store property level operating income | 372,815 | 360,833 | |||||
Less straight line rent | 7,939 | 8,219 | |||||
Prior year industrial same store cash basis property level operating income | $ | 364,876 | $ | 352,614 | |||
Prior Year Industrial Same Store: | |||||||
Rental revenue | $ | 373,743 | $ | 364,111 | |||
Operating expenses: | |||||||
Rental property expense | 50,148 | 51,543 | |||||
Real estate taxes | 68,011 | 66,767 | |||||
Operating expense recovery | (117,231 | ) | (115,032 | ) | |||
Unrecovered operating expenses | 928 | 3,278 | |||||
Property level operating income | 372,815 | 360,833 | |||||
Less straight line rent | 7,939 | 8,219 | |||||
Cash basis property level operating income | $ | 364,876 | $ | 352,614 |
(1) Includes termination fees of $202,000 and $1.8 million for the years ended December 31, 2017 and 2016, respectively.
(2) Termination fees are fees that the Company agrees to accept in consideration for permitting certain tenants to terminate their leases prior to the contractual expiration date.
Development Service Fee Income and Expense
In the fourth quarter of 2016, the Company entered into an agreement relating to the fee development of an office building at its Camden Waterfront project in Camden, NJ. Project revenues and related costs and expenses are presented on a gross basis as "Development service fee income" and "Development service fee expense" in the Consolidated Statements of Comprehensive Income. Additionally, at the same time, the Company began classifying development fees and expenses relating to its fee development arrangements for certain unconsolidated joint venture projects in a manner consistent with the Camden Waterfront project described above. Previously, development service fee income relating to the Company's unconsolidated joint ventures had been classified as other income and development service fee expense had been classified as general and administrative expense in amounts as follows:
18
Nine months ended | |||
September 30, 2016 | |||
Other income | $ | 3,789 | |
General and administrative expense | $ | 3,210 |
Development Service fee activity was a net loss of $3.1 million during the year ended December 31, 2017 as compared to a net gain of $0.8 million for the year ended December 31, 2016. This decrease was primarily due to additional expenses the Company accrued in 2017 in its Philadelphia reportable segment.
General and Administrative
General and administrative expenses decreased to $56.1 million for the year ended December 31, 2017 compared to $63.0 million for the year ended December 31, 2016. This decrease was partially due to certain expenses which were classified as development service fee expense on the Company's consolidated statements of comprehensive income for the year ended December 31, 2017 and the partial year ended December 31, 2016, as described above. The decrease was also partially due to a decrease in compensation costs.
General and administrative expenses include salaries, wages and incentive compensation for general and administrative staff along with related costs, consulting, marketing, public company expenses and other general and administrative costs.
Other Operating Expenses
Other operating expenses increased to $6.2 million for the year ended December 31, 2017 compared to $5.0 million for the year ended December 31, 2016. This increase was primarily due to expense relating to the write-off of costs associated with certain planned development projects which were terminated. Partially offsetting this amount was less severance costs incurred in 2017 versus 2016.
Depreciation and Amortization
Depreciation and amortization decreased to $156.1 million for the year ended December 31, 2017 from $185.8 million for the year ended December 31, 2016. This decrease was primarily due to the net result of decreased depreciation and amortization related to property dispositions since January 1, 2016 offset by increased depreciation and amortization related to acquisitions and completed development for the same period. The decrease was also due to a reduction in amortization of in-place lease intangibles.
Impairment - Real Estate Assets
Impairment - real estate assets remained unchanged at $3.9 million for the years ended December 31, 2017 and December 31, 2016. In 2016, the Company recognized impairments related to certain properties in the Company's Chicago/Minneapolis reportable segment. These properties were subsequently sold. In 2017, the Company recognized an impairment charge related to land held for development in the Company's Houston reportable segment. This property was subsequently sold.
Interest Expense
Interest expense decreased to $82.2 million for the year ended December 31, 2017 from $103.0 million for the year ended December 31, 2016. This decrease was due to the decrease in the average debt outstanding to $2,756.0 million for the year ended December 31, 2017 from $3,077.7 million for the year ended December 31, 2016 as well as a decrease in the weighted average interest rate to 3.9% for the year ended December 31, 2017 from 4.2% for the year ended December 31, 2016. The decrease was partially offset by a decrease in interest capitalized to $21.0 million for the year ended December 31, 2017 compared to $24.1 million for the year ended December 31, 2016.
Equity in Earnings of Unconsolidated Joint Ventures
Equity in earnings of unconsolidated joint ventures decreased to $17.2 million for the year ended December 31, 2017 compared to $22.0 million for the year ended December 31, 2016. This decrease was primarily due to a decrease in gain on sale of operating properties, a decrease in gain on debt forgiveness and an increase in impairment charges - real estate assets by unconsolidated joint ventures in which the Company holds an interest. The Company's share of recognized gain was $7.3 million for the year ended December 31, 2016 compared to $3.0 million for 2017. The Company's share of debt forgiveness gains was $4.2 million for the year ended December 31, 2016. There were no such gains in 2017. The Company's share of impairment charges - real estate assets was $4.0 million for the year ended December 31, 2017. There were no such charges in 2016.
19
Other
Gain on property dispositions decreased to $100.4 million for the year ended December 31, 2017 from $219.3 million for the year ended December 31, 2016. This decrease resulted from the volume and composition of sales in 2017 as compared to 2016.
Discontinued Operations
A summary of the results of operations for the properties classified as discontinued operations through the respective disposition dates (if applicable) is as follows (in thousands):
For the Year Ended | |||||||||
December 31, 2017 | December 31, 2016 | ||||||||
Revenue | |||||||||
Rental | $ | 83,696 | $ | 67,288 | |||||
Operating expense reimbursement | 33,650 | 27,835 | |||||||
Total Revenue | 117,346 | 95,123 | |||||||
Expenses | |||||||||
Rental Property | 23,104 | 18,575 | |||||||
Real estate taxes | 12,910 | 7,964 | |||||||
Other operating expense | (182 | ) | 218 | ||||||
Interest expense | 8,916 | 12,119 | |||||||
Depreciation and amortization | 25,805 | 19,312 | |||||||
Impairment charges - real estate assets | 6,686 | — | |||||||
Total Expenses | 77,239 | 58,188 | |||||||
Interest and other income | (280 | ) | (104 | ) | |||||
Gain on property disposition | 14,578 | — | |||||||
Income taxes | (99 | ) | (97 | ) | |||||
Income from discontinued operations | 54,306 | 36,734 | |||||||
Noncontrolling interest - operating partnership | (1,271 | ) | (856 | ) | |||||
Noncontrolling interest – consolidated joint ventures | (511 | ) | (258 | ) | |||||
Income available to common shareholders | $ | 52,524 | $ | 35,620 |
Changes in discontinued operations are reflective of the period of time the properties were held during the respective periods. To the extent that a property is sold, or completed and stabilized during a period, it will only impact the results of such period prior to being sold or completed and stabilized, as the case may be. There were two properties classified as discontinued operations and sold during the year ended December 31, 2017.
As a result of the foregoing, the Company’s net income decreased to $290.0 million for the year ended December 31, 2017 from $366.1 million for the year ended December 31, 2016.
Liquidity and Capital Resources
Overview
The Company seeks to maintain a conservative balance sheet and pursue a strategy of financial flexibility. The Company's liquidity requirements include operating and general and administrative expenses, shareholder distributions, funding its investment in development properties and joint ventures and satisfying interest requirements and debt maturities. The Company believes that proceeds from operating activities, asset sales, its available cash, borrowing capacity from its Credit Facilities (as defined below) and its other sources of capital including the public debt and equity markets will provide it with sufficient funds to satisfy these obligations.
Activity
As of December 31, 2018, the Company had cash and cash equivalents of $95.8 million, including $10.9 million in restricted cash.
20
Net cash provided by operating activities increased to $383.5 million for the year ended December 31, 2018 from $336.6 million for the year ended December 31, 2017. This $46.9 million increase was primarily due to fluctuations in operating assets and liabilities. Net cash flow provided by operating activities is the primary source of liquidity to fund dividends to shareholders, recurring capital expenditures and leasing transaction costs for the Company’s Wholly Owned Properties in Operation.
Net cash used in investing activities decreased to $255.1 million for the year ended December 31, 2018 from $465.7 million for the year ended December 31, 2017. This $210.6 million difference was primarily due to the change in net proceeds from dispositions less cash paid for acquisitions which was $351.9 million in 2018 as compared to $123.5 million in 2017.
Net cash used in financing activities was $55.5 million for the year ended December 31, 2018 compared to net cash provided by financing activities of $96.2 million for the year ended December 31, 2017. This $151.7 million change was primarily due to net debt repayment activity associated with the net dispositions and acquisitions activity described above. Net cash used in financing activities includes proceeds from the issuance of equity and debt, net of debt repayments, equity repurchases and shareholder distributions.
The Company is a party to a credit facility with a maximum availability of $800 million (the "Facility") and a working capital line of credit for $30 million (the "Credit Facilities"). The Company also has a fully drawn delayed draw term loan (the "DDTL") facility for aggregate borrowings of $100 million (together the "Facilities"). The Facilities expire in October 2021 and have two six-month extensions at the Company's option. The interest rate on borrowings under the Facilities fluctuates based upon ratings from Moody's Investor Services, Inc., Standard and Poor's Ratings Group and Fitch, Inc. Based upon the Company’s current credit ratings, borrowings under the Credit Facilities bear interest at LIBOR plus 0.875%. There is also a 0.15% annual facility fee on the aggregate loan commitments of the Credit Facilities. The DDTL currently bears interest at LIBOR plus 0.95%. The Facility contains a competitive bid option, whereby participating lenders bid on the interest rate to be charged. This feature is available for up to 50% of the amount of the Facility. As of December 31, 2018, the Company had $411.8 million outstanding borrowings and $8.3 million of letters of credit issued under the Facilities.
In September 2016, the Company issued $400 million of 3.25% senior unsecured notes due 2026. The Company used a substantial portion of the net proceeds from these notes and the proceeds from asset sales to prepay its 5.5% senior notes due December 2016 in the amount of $300 million, its 6.625% senior notes due October 2017 in the amount of $296.5 million and its 7.5% medium term notes due January 2018 in the amount of $100.0 million. This prepayment resulted in a $27.1 million loss on debt extinguishment.
During the year ended December 31, 2016, the Company purchased an aggregate of 1.4 million common shares for $40.9 million as part of a share repurchase plan.
In October 2017, the Company replaced its existing $800 million credit facility with the new $800 million Facility and a $100 million DDTL.
In October 2017, the Company entered into a working capital line of credit for aggregate borrowings of up to $30 million.
In December 2018, the Company entered into a £129.5 million ten-year mortgage loan secured by properties in the Company's United Kingdom reportable segment at an interest rate of 2.64%.
In January 2019, the Company issued $350 million of 4.375% senior unsecured notes due 2029. The Company used the proceeds to pay down its revolving credit facilities.
In October and November 2018, in anticipation of conducting an offering of senior notes, the Operating Partnership entered into two interest rate lock agreements tied to the U.S. treasury rate. These agreements were settled prior to the consummation of the above-described senior note offering for an aggregate cost to the Operating Partnership of $5.7 million. See Note 20 - Derivative Instruments.
The Company funds its development activities and acquisitions with long-term capital sources and proceeds from the disposition of properties. For the year ended December 31, 2018, a portion of these activities were funded through the Facilities.
The Company uses debt financing to lower its overall cost of capital in an attempt to increase the return to shareholders. The Company staggers its debt maturities and maintains debt levels it considers to be prudent. In determining its debt levels, the Company considers various financial measures including the debt to gross assets ratio and the fixed charge coverage ratio. As of December 31, 2018, the Company’s debt to gross assets ratio was 38.9% and for the year ended December 31, 2018, the fixed charge coverage ratio was 3.5x. Debt to gross assets equals total long-term debt and borrowings under the Facilities divided by total assets plus accumulated depreciation (including accumulated depreciation in assets held for sale). The fixed charge coverage
21
ratio equals net income before property dispositions plus interest expense, depreciation and amortization, share based compensation and impairment - real estate assets (including the Company's pro rata share of impairment - real estate assets related to unconsolidated joint ventures), divided by interest expense, including capitalized interest, plus distributions on preferred units. All amounts in the calculation of fixed charge coverage include components within both continuing and discontinued operations.
As of December 31, 2018, $393.8 million of mortgage loans (including $66.8 million fixed via a swap arrangement - see Note 20 to the Company's Consolidated Financial Statements) and $2.3 billion in unsecured notes were outstanding with a weighted average interest rate of 3.90%. The interest rates on $2,693.8 million of mortgage loans and unsecured notes are fixed (including those fixed via swap agreements) and range from 2.6% to 4.8%. The weighted average remaining term for the mortgage loans and unsecured notes as of December 31, 2018 was 5.1 years.
The Company's contractual obligations, as of December 31, 2018, were as follows (in thousands):
PAYMENTS DUE BY PERIOD | ||||||||||||||||||||
LESS THAN 1 | MORE THAN | |||||||||||||||||||
Contractual Obligations (1) | TOTAL | YEAR | 1-3 YEARS | 3-5 YEARS | 5 YEARS | |||||||||||||||
Long-term debt (2) | $ | 3,647,768 | $ | 178,986 | $ | 1,104,656 | $ | 834,201 | $ | 1,529,925 | ||||||||||
Land purchase obligations | 49,484 | 49,484 | — | — | — | |||||||||||||||
Operating lease obligations | 41,441 | 1,551 | 3,554 | 2,138 | 34,198 | |||||||||||||||
Share of debt of unconsolidated joint ventures (2) | 284,670 | 20,463 | 36,066 | 9,068 | 219,073 | |||||||||||||||
Tenant contractual obligations | 17,751 | 17,751 | — | — | — | |||||||||||||||
Share of tenant contractual obligations of unconsolidated joint ventures | 530 | 530 | — | — | — | |||||||||||||||
Letters of credit | 8,280 | 8,280 | — | — | — | |||||||||||||||
Land improvement and renovation commitments | 12,973 | 9,106 | 3,867 | — | — | |||||||||||||||
Development in progress | 244,014 | 237,940 | 6,074 | — | — | |||||||||||||||
Development commitment (3) | 11,682 | 11,682 | — | — | — | |||||||||||||||
Share of development in progress of unconsolidated joint ventures | 20,567 | 20,567 | — | — | — | |||||||||||||||
Total | $ | 4,339,160 | $ | 556,340 | $ | 1,154,217 | $ | 845,407 | $ | 1,783,196 |
(1) | The Company is contractually committed to build a minimum of 60,000 square feet of building space every two years at the Navy Yard Corporate Center in Philadelphia, with certain rights to defer these biennial requirements. The failure by the Company to meet these milestones could result in the loss of the Company’s exclusive development rights with respect to the Navy Yard Corporate Center. |
(2) | Includes principal and interest payments. Interest payments assume borrowings under the Facilities and interest rates remain at the December 31, 2018 level until maturity. |
(3) | Included in the development commitment is approximately $170.9 million in costs related to the Company's agreement to develop, on a fee basis, an office building and infrastructure improvements for American Water Works in Camden, New Jersey, of which $159.2 million has been incurred. This building was delivered in December 2018. |
As discussed above and in Note 7 to the Company's Consolidated Financial Statements, the Company may initially be required to fund cost overruns in connection with its development of the Comcast Technology Center. As of December 31, 2018, the Company accrued $67.1 million relating to such contingency. Such amount is not included in the table above.
General
The Company believes that its existing sources of capital will provide sufficient funds to finance its continued development and acquisition activities. The Company's existing sources of capital include the public debt and equity markets, proceeds from secured financing of properties, proceeds from property dispositions, equity capital from joint venture partners, remaining capacity of $125.0 million under the Company's at-the-market equity offering program and net cash provided by operating activities. Additionally, the Company expects to incur variable rate debt, including borrowings under the Facilities, from time to time.
The Company's annual Common Share dividend paid was $1.60 per share, $1.675 per share and $1.90 per share in 2018, 2017 and 2016, respectively. Future distribution payments by the Company will be paid at the discretion of the Board of Trustees and will depend on the Company's actual funds from operations and cash flows, the Company’s financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code and other factors that the Board of Trustees deems relevant. The Company’s Board of Trustees reviews the dividend quarterly, and there can be no assurance about the amount of future quarterly distribution payments.
The Company has an effective S-3 shelf registration statement on file with the SEC pursuant to which the Trust and the Operating Partnership may issue an unlimited amount of equity securities and debt securities.
22
Off-Balance Sheet Arrangements
As of December 31, 2018, the Company had investments in and advances to unconsolidated joint ventures totaling $351.0 million (see Note 7 to the Company's Consolidated Financial Statements included in this report).
Calculation of Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) has issued a standard definition for NAREIT Funds from operations (as defined below). The SEC has agreed to the disclosure of this non-US GAAP financial measure on a per share basis in its Release No. 34-47226, Conditions for Use of Non-US GAAP Financial Measures. The Company believes that the calculation of NAREIT Funds from operations is helpful to investors and management as it is a measure of the Company’s operating performance that excludes depreciation and amortization and gains and losses from operating property dispositions. As a result, year over year comparison of NAREIT 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 NAREIT Funds from operations provides useful information to the investment community about the Company’s financial performance when compared to other REITs since NAREIT Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. NAREIT Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles (“US GAAP”)), excluding gains (or losses) from sales of property and impairment - real estate assets, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. NAREIT Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by US 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 Company’s operating performance or to cash flows as a measure of liquidity. NAREIT Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by US GAAP.
23
A reconciliation of NAREIT Funds from operations (“FFO”) available to common shareholders to Net income available to common shareholders for the year ended December 31, 2018, 2017, and 2016 is as follows (in thousands, except per share amounts):
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
Reconciliation of net income available to common shareholders to NAREIT FFO available to common shareholders - basic: | |||||||||||
Net income available to common shareholders | $ | 479,607 | $ | 282,340 | $ | 356,817 | |||||
Basic - income available to common shareholders | 479,607 | 282,340 | 356,817 | ||||||||
Basic - income available to common shareholders per weighted average share | $ | 3.26 | $ | 1.92 | $ | 2.44 | |||||
Adjustments: | |||||||||||
Depreciation and amortization of unconsolidated joint ventures | 12,950 | 10,155 | 11,014 | ||||||||
Depreciation and amortization | 173,258 | 180,117 | 203,626 | ||||||||
(Gain)/loss on property dispositions / impairment - real estate assets of unconsolidated joint ventures | 6,347 | 2,972 | (7,012 | ) | |||||||
(Gain) on property dispositions / impairment - depreciable real estate assets continuing operations | (54,244 | ) | (83,800 | ) | (216,148 | ) | |||||
(Gain) on property dispositions / impairment - depreciable real estate assets discontinued operations | (295,902 | ) | (7,892 | ) | — | ||||||
Noncontrolling interest share in addback for depreciation and amortization and gain on property dispositions / impairment - real estate assets | 3,663 | (2,379 | ) | 192 | |||||||
NAREIT FFO available to common shareholders – basic | $ | 325,679 | $ | 381,513 | $ | 348,489 | |||||
Basic NAREIT FFO available to common shareholders per weighted average share | $ | 2.21 | $ | 2.60 | $ | 2.38 | |||||
Reconciliation of net income available to common shareholders to NAREIT FFO available to common shareholders - diluted: | |||||||||||
Net income available to common shareholders | $ | 479,607 | $ | 282,340 | $ | 356,817 | |||||
Diluted - income available to common shareholders | 479,607 | 282,340 | 356,817 | ||||||||
Diluted - income available to common shareholders per weighted average share | $ | 3.24 | $ | 1.91 | $ | 2.43 | |||||
Adjustments: | |||||||||||
Depreciation and amortization of unconsolidated joint ventures | 12,950 | 10,155 | 11,014 | ||||||||
Depreciation and amortization | 173,258 | 180,117 | 203,626 | ||||||||
(Gain)/loss on property dispositions / impairment - real estate assets of unconsolidated joint ventures | 6,347 | 2,972 | (7,012 | ) | |||||||
(Gain) on property dispositions / impairment - depreciable real estate assets continuing operations | (54,244 | ) | (83,800 | ) | (216,148 | ) | |||||
(Gain) on property dispositions / impairment - depreciable real estate assets discontinued operations | (295,902 | ) | (7,892 | ) | — | ||||||
Noncontrolling interest less preferred share distributions | 11,414 | 6,752 | 8,598 | ||||||||
NAREIT FFO available to common shareholders - diluted | $ | 333,430 | $ | 390,644 | $ | 356,895 | |||||
Diluted NAREIT FFO available to common shareholders per weighted average share | $ | 2.20 | $ | 2.59 | $ | 2.37 | |||||
Reconciliation of weighted average shares: | |||||||||||
Weighted average common shares - all basic calculations | 147,275 | 146,742 | 146,204 | ||||||||
Dilutive shares for long term compensation plans | 946 | 799 | 685 | ||||||||
Diluted shares for net income calculations | 148,221 | 147,541 | 146,889 | ||||||||
Weighted average common units | 3,520 | 3,528 | 3,536 | ||||||||
Diluted shares for NAREIT FFO calculations | 151,741 | 151,069 | 150,425 |
Inflation
Inflation has remained relatively low in recent years, and as a result, it has not had a significant impact on the Company during this period. To the extent an increase in inflation would result in increased operating costs, such as insurance, real estate taxes and
24
utilities, the majority of the tenants’ leases require the tenants to absorb these costs as part of their rental obligations. In addition, inflation also may have the effect of increasing market rental rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's risk management includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from the results discussed in the forward-looking statements.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued interest, dividends and distributions payable and other liabilities are reasonable estimates of fair value because of the short-term nature of these instruments. The fair value of the Company's long-term debt, which is based on estimates by management and on rates quoted on December 31, 2018 for comparable loans, is greater than the aggregate carrying value by approximately $12.0 million at December 31, 2018.
The Company's primary market risk exposure is to changes in interest rates. The Company is exposed to market risk related to its Credit Facility and certain other indebtedness as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources."
The Company also uses long-term and medium-term debt as a source of capital. These debt instruments are typically issued at fixed interest rates. When these debt instruments mature, the Company typically refinances such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt. In addition, the Company may attempt to reduce interest rate risk associated with an issuance of new debt. Our interest rate risk objective is to limit the impact of interest rate changes on earnings and cash flows and lower our overall borrowing costs. To achieve these objectives, from time to time the Company enters into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. The Company does not hold or issue these derivative contracts for trading or speculative purposes.
If the interest rates for variable rate debt were 100 basis points higher or lower during 2018, the Company's interest expense would have increased or decreased by $3.2 million. If the interest rate for the fixed rate debt maturing in 2019 had been 100 basis points higher or lower than its current rate of 3.9%, the Company's interest expense would have increased or decreased by $407,000.
The sensitivity analysis above assumes no changes in the Company's financial structure. It also does not consider future fluctuations in interest rates or the specific actions that might be taken by management to mitigate the impact of such fluctuations.
We are exposed to foreign currency exchange variability related to investments in and earnings from our investments in the United Kingdom. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than anticipated because of changes in foreign currency exchange rates. We primarily hedge our foreign currency risk by borrowing in the currency in which we invest, thereby providing a natural hedge. As of December 31, 2018, we had outstanding debt denominated in British pounds sterling of £129.5 million (approximately $165.2 million), which was secured by U.K. real estate assets. As of December 31, 2018 we did not have any foreign currency hedges in place.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and financial statement schedule of Liberty Property Trust and Liberty Property Limited Partnership and the reports thereon of Ernst & Young LLP, an independent registered public accounting firm, with respect thereto are filed as part of this Annual Report on Form 10-K.
25
Management's Annual Report on Internal Control Over Financial Reporting
The Trust's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a - 15 (f) and 15d - 15(f). The Trust's internal control system was designed to provide reasonable assurance to the Trust's management and Board of Trustees regarding the preparation and fair presentation of published financial statements.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of the Trust's internal control over financial reporting as of December 31, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 Framework). Based on our assessment we believe that, as of December 31, 2018, the Trust's internal control over financial reporting is effective based on those criteria.
The Trust's independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Trust's internal control over financial reporting, which is included in this Annual Report on Form 10-K.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
26
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of Liberty Property Trust
Opinion on Internal Control over Financial Reporting
We have audited Liberty Property Trust’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Liberty Property Trust (the “Trust”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Trust as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedules listed in the Index at Item 15 and our report dated February 26, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 26, 2019
27
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of Liberty Property Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Property Trust (the “Trust”) as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedules listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Trust at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2019 expressed an unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Note 2 to the consolidated financial statements, the Trust changed its method of accounting for determining whether an acquisition is an asset or a business effective October 1, 2016 due to the early adoption of Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”.
Basis for Opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Trust’s auditor since 1993.
Philadelphia, Pennsylvania
February 26, 2019, except Notes 3, 4, 6, 8, 16, 18, 19, 21, 22 and 23 as to which the date is November 25, 2019
28
Management's Annual Report on Internal Control Over Financial Reporting
The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15 (f) and 15d-15(f). The Operating Partnership's internal control system was designed to provide reasonable assurance to the Operating Partnership's management regarding the preparation and fair presentation of published financial statements.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of the Operating Partnership's internal control over financial reporting as of December 31, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013 Framework). Based on our assessment we believe that, as of December 31, 2018, the Operating Partnership's internal control over financial reporting is effective based on those criteria.
The Operating Partnership's independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the Operating Partnership's internal control over financial reporting, which is included in this Annual Report on Form 10-K.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
29
Report of Independent Registered Public Accounting Firm
To the Partners of Liberty Property Limited Partnership
Opinion on Internal Control over Financial Reporting
We have audited Liberty Property Limited Partnership’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Liberty Property Limited Partnership (the “Operating Partnership”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Operating Partnership as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, owners’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedules listed in the Index at Item 15 and our report dated February 26, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Operating Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Operating Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 26, 2019
30
Report of Independent Registered Public Accounting Firm
To the Partners of Liberty Property Limited Partnership
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Property Limited Partnership (the “Operating Partnership”) as of December 31, 2018 and 2017, the related consolidated statements of comprehensive income, owners’ equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedules listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Operating Partnership at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Operating Partnership’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2019 expressed an unqualified opinion thereon.
Adoption of New Accounting Standard
As discussed in Note 2 to the consolidated financial statements, the Operating Partnership changed its method of accounting for determining whether an acquisition is an asset or a business effective October 1, 2016 due to the early adoption of Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
We have served as the Operating Partnership’s auditor since 1993.
Philadelphia, Pennsylvania
February 26, 2019, except Notes 3, 4, 6, 8, 16, 18, 19, 21, 22 and 23 as to which the date is November 25, 2019
31
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(In thousands, except share and unit amounts)
December 31, | |||||||
2018 | 2017 | ||||||
ASSETS | |||||||
Real estate: | |||||||
Land and land improvements | $ | 1,236,514 | $ | 1,003,215 | |||
Building and improvements | 4,397,049 | 3,894,717 | |||||
Less accumulated depreciation | (941,299 | ) | (822,069 | ) | |||
Operating real estate | 4,692,264 | 4,075,863 | |||||
Development in progress | 462,572 | 294,009 | |||||
Land held for development | 296,244 | 330,748 | |||||
Net real estate | 5,451,080 | 4,700,620 | |||||
Cash and cash equivalents | 84,923 | 11,882 | |||||
Restricted cash | 10,899 | 13,803 | |||||
Accounts receivable, net | 14,109 | 9,992 | |||||
Deferred rent receivable, net | 111,372 | 93,235 | |||||
Deferred financing and leasing costs, net | 157,823 | 135,741 | |||||
Investments in and advances to unconsolidated joint ventures | 350,981 | 288,456 | |||||
Assets held for sale | 502,207 | 913,957 | |||||
Prepaid expenses and other assets | 251,000 | 272,071 | |||||
Total assets | $ | 6,934,394 | $ | 6,439,757 | |||
LIABILITIES | |||||||
Mortgage loans, net | $ | 395,202 | $ | 267,093 | |||
Unsecured notes, net | 2,285,698 | 2,283,513 | |||||
Credit facilities | 411,846 | 358,939 | |||||
Accounts payable | 62,943 | 69,387 | |||||
Accrued interest | 22,309 | 21,796 | |||||
Dividend and distributions payable | 60,560 | 60,330 | |||||
Other liabilities | 270,396 | 188,575 | |||||
Liabilities held for sale | 21,131 | 34,221 | |||||
Total liabilities | 3,530,085 | 3,283,854 | |||||
Noncontrolling interest - operating partnership - 301,483 preferred units outstanding as of December 31, 2018 and December 31, 2017 | 7,537 | 7,537 | |||||
EQUITY | |||||||
Liberty Property Trust shareholders’ equity | |||||||
Common shares of beneficial interest, $.001 par value, 283,987,000 shares authorized; 147,899,354 and 147,450,691 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 148 | 147 | |||||
Additional paid-in capital | 3,691,778 | 3,674,978 | |||||
Accumulated other comprehensive loss | (55,243 | ) | (37,797 | ) | |||
Distributions in excess of net income | (306,822 | ) | (549,970 | ) | |||
Total Liberty Property Trust shareholders’ equity | 3,329,861 | 3,087,358 | |||||
Noncontrolling interest – operating partnership - 3,520,205 common units outstanding as of December 31, 2018 and December 31, 2017 | 61,471 | 56,159 | |||||
Noncontrolling interest – consolidated joint ventures | 5,440 | 4,849 | |||||
Total equity | 3,396,772 | 3,148,366 | |||||
Total liabilities, noncontrolling interest - operating partnership and equity | $ | 6,934,394 | $ | 6,439,757 |
See accompanying notes.
32
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF LIBERTY PROPERTY TRUST
(In thousands, except per share amounts)
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
REVENUE | |||||||||||
Rental | $ | 453,467 | $ | 424,236 | $ | 476,122 | |||||
Operating expense reimbursement | 143,269 | 129,558 | 162,522 | ||||||||
Development service fee income | 73,224 | 82,673 | 12,941 | ||||||||
Total revenue | 669,960 | 636,467 | 651,585 | ||||||||
EXPENSE | |||||||||||
Rental property | 56,543 | 52,336 | 83,906 | ||||||||
Real estate taxes | 90,047 | 81,824 | 91,829 | ||||||||
General and administrative | 53,734 | 56,101 | 62,963 | ||||||||
Other operating expense | 11,994 | 6,167 | 5,017 | ||||||||
Interest expense | 87,642 | 82,180 | 102,958 | ||||||||
Loss on debt extinguishment | — | 49 | 27,099 | ||||||||
Depreciation and amortization | 161,881 | 156,085 | 185,778 | ||||||||
Development service fee expense | 134,825 | 85,805 | 12,165 | ||||||||
Impairment - real estate assets | 32,431 | 3,946 | 3,879 | ||||||||
Total expense | 629,097 | 524,493 | 575,594 | ||||||||
Interest and other income | 12,285 | 8,116 | 14,054 | ||||||||
Gain on property dispositions | 81,514 | 100,387 | 219,270 | ||||||||
Income taxes | (7,258 | ) | (1,893 | ) | (1,874 | ) | |||||
Equity in earnings of unconsolidated joint ventures | 21,382 | 17,155 | 21,970 | ||||||||
Income from continuing operations | 148,786 | 235,739 | 329,411 | ||||||||
Discontinued operations (including net gain of $303.2 million and $14.6 million on property dispositions for the years ended December 31, 2018 and 2017, respectively) | 343,817 | 54,306 | 36,734 | ||||||||
Net income | 492,603 | 290,045 | 366,145 | ||||||||
Noncontrolling interest – operating partnership | (11,886 | ) | (7,224 | ) | (9,070 | ) | |||||
Noncontrolling interest – consolidated joint ventures | (1,110 | ) | (481 | ) | (258 | ) | |||||
Income available to common shareholders | $ | 479,607 | $ | 282,340 | $ | 356,817 | |||||
Net income | $ | 492,603 | $ | 290,045 | $ | 366,145 | |||||
Other comprehensive (loss) income - foreign currency translation | (14,161 | ) | 18,066 | (34,744 | ) | ||||||
Other comprehensive (loss) income - derivative instruments | (3,700 | ) | 605 | 410 | |||||||
Other comprehensive (loss) income | (17,861 | ) | 18,671 | (34,334 | ) | ||||||
Total comprehensive income | 474,742 | 308,716 | 331,811 | ||||||||
Less: comprehensive income attributable to noncontrolling interest | (12,581 | ) | (8,142 | ) | (8,519 | ) | |||||
Comprehensive income attributable to common shareholders | $ | 462,161 | $ | 300,574 | $ | 323,292 | |||||
Earnings per common share | |||||||||||
Basic: | |||||||||||
Income from continuing operations | $ | 0.98 | $ | 1.56 | $ | 2.20 | |||||
Income from discontinued operations | 2.28 | 0.36 | 0.24 | ||||||||
Income per common share – basic | $ | 3.26 | $ | 1.92 | $ | 2.44 | |||||
Diluted: | |||||||||||
Income from continuing operations | $ | 0.97 | $ | 1.55 | $ | 2.19 | |||||
Income from discontinued operations | 2.27 | 0.36 | 0.24 | ||||||||
Income per common share – diluted | $ | 3.24 | $ | 1.91 | $ | 2.43 | |||||
Weighted average number of common shares outstanding | |||||||||||
Basic | 147,275 | 146,742 | 146,204 | ||||||||
Diluted | 148,221 | 147,541 | 146,889 | ||||||||
Amounts attributable to common shareholders | |||||||||||
Income from continuing operations | $ | 144,296 | $ | 229,816 | $ | 321,197 | |||||
Discontinued operations | 335,311 | 52,524 | 35,620 | ||||||||
Net income available to common shareholders | $ | 479,607 | $ | 282,340 | $ | 356,817 |
See accompanying notes.
33
CONSOLIDATED STATEMENTS OF EQUITY OF LIBERTY PROPERTY TRUST
(In thousands, except share amounts)
NUMBER OF COMMON SHARES | COMMON SHARES OF BENEFICIAL INTEREST | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED OTHER COMPREHENSIVE LOSS | DISTRIBUTIONS IN EXCESS OF NET INCOME | TOTAL LIBERTY PROPERTY TRUST SHAREHOLDERS’ EQUITY | NONCONTROLLING INTEREST - OPERATING PARTNERSHIP | NONCONTROLLING INTEREST - CONSOLIDATED JOINT VENTURES | TOTAL EQUITY | NONCONTROLLING INTEREST - OPERATING PARTNERSHIP (MEZZANINE) | ||||||||||||||||||||||||||||||
Balance at January 1, 2016 | 147,577,984 | $ | 148 | $ | 3,669,627 | $ | (22,506 | ) | $ | (674,688 | ) | $ | 2,972,581 | $ | 53,754 | $ | 3,919 | $ | 3,030,254 | $ | 7,537 | ||||||||||||||||||
Net proceeds from the issuance of common shares | 802,834 | — | 13,029 | — | — | 13,029 | — | — | 13,029 | — | |||||||||||||||||||||||||||||
Net income | — | — | — | 356,817 | 356,817 | 8,598 | 258 | 365,673 | 472 | ||||||||||||||||||||||||||||||
Distributions | — | — | — | (278,764 | ) | (278,764 | ) | (6,780 | ) | (258 | ) | (285,802 | ) | (472 | ) | ||||||||||||||||||||||||
Share repurchase | (1,396,844 | ) | (1 | ) | (40,895 | ) | — | — | (40,896 | ) | — | — | (40,896 | ) | — | ||||||||||||||||||||||||
Share-based compensation, net of tax withholdings | — | 15,699 | — | — | 15,699 | — | — | 15,699 | — | ||||||||||||||||||||||||||||||
Other comprehensive loss - foreign currency translation | — | — | (33,925 | ) | — | (33,925 | ) | (819 | ) | — | (34,744 | ) | — | ||||||||||||||||||||||||||
Other comprehensive income - derivative instruments | — | — | 400 | — | 400 | 10 | — | 410 | — | ||||||||||||||||||||||||||||||
Acquisition of noncontrolling interests | — | (1,682 | ) | — | — | (1,682 | ) | — | 982 | (700 | ) | — | |||||||||||||||||||||||||||
Redemption of noncontrolling interests – common units | 9,044 | — | 132 | — | — | 132 | (132 | ) | — | — | — | ||||||||||||||||||||||||||||
Balance at December 31, 2016 | 146,993,018 | 147 | 3,655,910 | (56,031 | ) | (596,635 | ) | 3,003,391 | 54,631 | 4,901 | 3,062,923 | 7,537 | |||||||||||||||||||||||||||
Net proceeds from the issuance of common shares | 447,847 | — | 8,808 | — | — | 8,808 | — | — | 8,808 | — | |||||||||||||||||||||||||||||
Net income | — | — | — | 282,340 | 282,340 | 6,752 | 481 | 289,573 | 472 | ||||||||||||||||||||||||||||||
Distributions | — | — | — | (235,675 | ) | (235,675 | ) | (5,509 | ) | (533 | ) | (241,717 | ) | (472 | ) | ||||||||||||||||||||||||
Share-based compensation, net of tax withholdings | — | 10,108 | — | — | 10,108 | — | — | 10,108 | — | ||||||||||||||||||||||||||||||
Other comprehensive income - foreign currency translation | — | — | 17,643 | — | 17,643 | 423 | — | 18,066 | — | ||||||||||||||||||||||||||||||
Other comprehensive income - derivative instruments | — | — | 591 | — | 591 | 14 | — | 605 | — | ||||||||||||||||||||||||||||||
Redemption of noncontrolling interests – common units | 9,826 | — | 152 | — | — | 152 | (152 | ) | — | — | — | ||||||||||||||||||||||||||||
Balance at December 31, 2017 | 147,450,691 | 147 | 3,674,978 | (37,797 | ) | (549,970 | ) | 3,087,358 | 56,159 | 4,849 | 3,148,366 | 7,537 | |||||||||||||||||||||||||||
Net proceeds from the issuance of common shares | 448,663 | 1 | 7,332 | — | — | 7,333 | — | — | 7,333 | — | |||||||||||||||||||||||||||||
Net income | — | — | — | 479,607 | 479,607 | 11,414 | 1,110 | 492,131 | 472 | ||||||||||||||||||||||||||||||
Distributions | — | — | — | (236,459 | ) | (236,459 | ) | (5,687 | ) | (519 | ) | (242,665 | ) | (472 | ) | ||||||||||||||||||||||||
Share-based compensation, net of tax withholdings | — | 9,468 | — | — | 9,468 | — | — | 9,468 | — | ||||||||||||||||||||||||||||||
Other comprehensive loss - foreign currency translation | — | — | (13,832 | ) | — | (13,832 | ) | (329 | ) | — | (14,161 | ) | — | ||||||||||||||||||||||||||
Other comprehensive loss - derivative instruments | — | — | (3,614 | ) | — | (3,614 | ) | (86 | ) | — | (3,700 | ) | — | ||||||||||||||||||||||||||
Balance at December 31, 2018 | 147,899,354 | $ | 148 | $ | 3,691,778 | $ | (55,243 | ) | $ | (306,822 | ) | $ | 3,329,861 | $ | 61,471 | $ | 5,440 | $ | 3,396,772 | $ | 7,537 |
See accompanying notes.
34
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(In thousands)
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
OPERATING ACTIVITIES | |||||||||||
Net income | $ | 492,603 | $ | 290,045 | $ | 366,145 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization, including discontinued operations | 175,815 | 183,887 | 207,673 | ||||||||
Amortization of deferred financing costs | 3,839 | 3,750 | 3,974 | ||||||||
Expensed pursuit costs | 1,795 | 5,066 | 1,016 | ||||||||
Impairment - real estate assets, including discontinued operations | 39,688 | 10,632 | 3,879 | ||||||||
Loss on debt extinguishment | — | 49 | 27,099 | ||||||||
Equity in earnings of unconsolidated joint ventures | (21,382 | ) | (17,155 | ) | (21,970 | ) | |||||
Distributions from unconsolidated joint ventures | 747 | — | — | ||||||||
Gain on property dispositions | (384,673 | ) | (114,965 | ) | (219,270 | ) | |||||
Share-based compensation | 13,256 | 14,119 | 19,850 | ||||||||
Development service fee accrual | 58,022 | 6,220 | — | ||||||||
Other | (7,524 | ) | 824 | (6,128 | ) | ||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (2,682 | ) | 3,512 | 421 | |||||||
Deferred rent receivable | (18,922 | ) | (19,605 | ) | (16,927 | ) | |||||
Prepaid expenses and other assets | 23,259 | (33,663 | ) | (32,442 | ) | ||||||
Accounts payable | (7,183 | ) | 10,151 | 8,943 | |||||||
Accrued interest | 513 | (82 | ) | (4,276 | ) | ||||||
Other liabilities | 16,295 | (6,154 | ) | 3,075 | |||||||
Net cash provided by operating activities | 383,466 | 336,631 | 341,062 | ||||||||
INVESTING ACTIVITIES | |||||||||||
Investment in properties – acquisitions | (497,616 | ) | (255,639 | ) | (9,216 | ) | |||||
Investment in properties – other | (44,976 | ) | (56,104 | ) | (55,406 | ) | |||||
Investments in and advances to unconsolidated joint ventures | (81,726 | ) | (46,567 | ) | (70,581 | ) | |||||
Distributions from unconsolidated joint ventures | 39,235 | 21,042 | 63,048 | ||||||||
Net proceeds from disposition of properties/land | 849,528 | 379,139 | 1,192,918 | ||||||||
Investment in development in progress | (248,587 | ) | (260,447 | ) | (342,489 | ) | |||||
Investment in land held for development | (204,522 | ) | (105,564 | ) | (107,400 | ) | |||||
Payment of deferred leasing costs | (29,271 | ) | (37,678 | ) | (32,682 | ) | |||||
Increase in escrows and other | (37,158 | ) | (103,834 | ) | (23,265 | ) | |||||
Net cash (used in) provided by investing activities | (255,093 | ) | (465,652 | ) | 614,927 | ||||||
FINANCING ACTIVITIES | |||||||||||
Net proceeds from issuance of common shares | 7,333 | 8,808 | 13,029 | ||||||||
Share repurchases, including shares related to tax withholdings | (4,760 | ) | (5,107 | ) | (46,268 | ) | |||||
Proceeds from unsecured notes | — | — | 396,648 | ||||||||
Repayments of unsecured notes including prepayment premium | — | — | (723,368 | ) | |||||||
Proceeds from mortgage loans | 165,229 | — | — | ||||||||
Repayments of mortgage loans | (33,561 | ) | (7,795 | ) | (29,538 | ) | |||||
Proceeds from credit facility | 1,335,214 | 835,036 | 591,300 | ||||||||
Repayments on credit facility | (1,280,410 | ) | (476,097 | ) | (850,300 | ) | |||||
Payment of deferred financing costs | (1,636 | ) | (5,190 | ) | (3,550 | ) | |||||
Distributions paid on common shares | (236,336 | ) | (246,589 | ) | (279,248 | ) | |||||
Distributions paid on units/noncontrolling interests | (6,621 | ) | (6,835 | ) | (8,212 | ) | |||||
Net cash (used in) provided by financing activities | (55,548 | ) | 96,231 | (939,507 | ) | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 72,825 | (32,790 | ) | 16,482 | |||||||
(Decrease) increase in cash, cash equivalents and restricted cash related to foreign currency translation | (2,688 | ) | 2,450 | (4,828 | ) | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 25,685 | 56,025 | 44,371 | ||||||||
Cash, cash equivalents and restricted cash at end of year | $ | 95,822 | $ | 25,685 | $ | 56,025 |
See accompanying notes.
35
CONSOLIDATED BALANCE SHEETS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(In thousands, except unit amounts)
December 31, | |||||||
2018 | 2017 | ||||||
ASSETS | |||||||
Real estate: | |||||||
Land and land improvements | $ | 1,236,514 | $ | 1,003,215 | |||
Building and improvements | 4,397,049 | 3,894,717 | |||||
Less accumulated depreciation | (941,299 | ) | (822,069 | ) | |||
Operating real estate | 4,692,264 | 4,075,863 | |||||
Development in progress | 462,572 | 294,009 | |||||
Land held for development | 296,244 | 330,748 | |||||
Net real estate | 5,451,080 | 4,700,620 | |||||
Cash and cash equivalents | 84,923 | 11,882 | |||||
Restricted cash | 10,899 | 13,803 | |||||
Accounts receivable, net | 14,109 | 9,992 | |||||
Deferred rent receivable, net | 111,372 | 93,235 | |||||
Deferred financing and leasing costs, net | 157,823 | 135,741 | |||||
Investments in and advances to unconsolidated joint ventures | 350,981 | 288,456 | |||||
Assets held for sale | 502,207 | 913,957 | |||||
Prepaid expenses and other assets | 251,000 | 272,071 | |||||
Total assets | $ | 6,934,394 | $ | 6,439,757 | |||
LIABILITIES | |||||||
Mortgage loans, net | $ | 395,202 | $ | 267,093 | |||
Unsecured notes, net | 2,285,698 | 2,283,513 | |||||
Credit facilities | 411,846 | 358,939 | |||||
Accounts payable | 62,943 | 69,387 | |||||
Accrued interest | 22,309 | 21,796 | |||||
Distributions payable | 60,560 | 60,330 | |||||
Other liabilities | 270,396 | 188,575 | |||||
Liabilities held for sale | 21,131 | 34,221 | |||||
Total liabilities | 3,530,085 | 3,283,854 | |||||
Limited partners' equity - 301,483 preferred units outstanding as of December 31, 2018 and December 31, 2017 | 7,537 | 7,537 | |||||
OWNERS’ EQUITY | |||||||
General partner’s equity - 147,899,354 and 147,450,691 common units outstanding as of December 31, 2018 and December 31, 2017, respectively | 3,329,861 | 3,087,358 | |||||
Limited partners’ equity – 3,520,205 common units outstanding as of December 31, 2018 and December 31, 2017 | 61,471 | 56,159 | |||||
Noncontrolling interest – consolidated joint ventures | 5,440 | 4,849 | |||||
Total owners’ equity | 3,396,772 | 3,148,366 | |||||
Total liabilities, limited partners' equity and owners’ equity | $ | 6,934,394 | $ | 6,439,757 |
See accompanying notes.
36
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(In thousands, except per unit amounts)
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
REVENUE | |||||||||||
Rental | $ | 453,467 | $ | 424,236 | $ | 476,122 | |||||
Operating expense reimbursement | 143,269 | 129,558 | 162,522 | ||||||||
Development service fee income | 73,224 | 82,673 | 12,941 | ||||||||
Total revenue | 669,960 | 636,467 | 651,585 | ||||||||
EXPENSE | |||||||||||
Rental property | 56,543 | 52,336 | 83,906 | ||||||||
Real estate taxes | 90,047 | 81,824 | 91,829 | ||||||||
General and administrative | 53,734 | 56,101 | 62,963 | ||||||||
Other operating expense | 11,994 | 6,167 | 5,017 | ||||||||
Interest expense | 87,642 | 82,180 | 102,958 | ||||||||
Loss on debt extinguishment | — | 49 | 27,099 | ||||||||
Depreciation and amortization | 161,881 | 156,085 | 185,778 | ||||||||
Development service fee expense | 134,825 | 85,805 | 12,165 | ||||||||
Impairment - real estate assets | 32,431 | 3,946 | 3,879 | ||||||||
Total expense | 629,097 | 524,493 | 575,594 | ||||||||
Interest and other income | 12,285 | 8,116 | 14,054 | ||||||||
Gain on property dispositions | 81,514 | 100,387 | 219,270 | ||||||||
Income taxes | (7,258 | ) | (1,893 | ) | (1,874 | ) | |||||
Equity in earnings of unconsolidated joint ventures | 21,382 | 17,155 | 21,970 | ||||||||
Income from continuing operations | 148,786 | 235,739 | 329,411 | ||||||||
Discontinued operations (including net gain of $303.2 million and $14.6 million on property dispositions for the years ended December 31, 2018 and 2017, respectively) | 343,817 | 54,306 | 36,734 | ||||||||
Net income | 492,603 | 290,045 | 366,145 | ||||||||
Noncontrolling interest – consolidated joint ventures | (1,110 | ) | (481 | ) | (258 | ) | |||||
Preferred unit distributions | (472 | ) | (472 | ) | (472 | ) | |||||
Income available to common unitholders | $ | 491,021 | $ | 289,092 | $ | 365,415 | |||||
Net income | $ | 492,603 | $ | 290,045 | $ | 366,145 | |||||
Other comprehensive (loss) income - foreign currency translation | (14,161 | ) | 18,066 | (34,744 | ) | ||||||
Other comprehensive (loss) income - derivative instruments | (3,700 | ) | 605 | 410 | |||||||
Other comprehensive (loss) income | (17,861 | ) | 18,671 | (34,334 | ) | ||||||
Total comprehensive income | $ | 474,742 | $ | 308,716 | $ | 331,811 | |||||
Earnings per common unit | |||||||||||
Basic: | |||||||||||
Income from continuing operations | $ | 0.98 | $ | 1.56 | $ | 2.20 | |||||
Income from discontinued operations | 2.28 | 0.36 | 0.24 | ||||||||
Income per common unit - basic | $ | 3.26 | $ | 1.92 | $ | 2.44 | |||||
Diluted: | |||||||||||
Income from continuing operations | $ | 0.97 | $ | 1.55 | $ | 2.19 | |||||
Income from discontinued operations | 2.27 | 0.36 | 0.24 | ||||||||
Income per common unit - diluted | $ | 3.24 | $ | 1.91 | $ | 2.43 | |||||
Weighted average number of common units outstanding | |||||||||||
Basic | 150,795 | 150,270 | 149,740 | ||||||||
Diluted | 151,741 | 151,069 | 150,425 | ||||||||
Net income allocated to general partners | $ | 479,607 | $ | 282,340 | $ | 356,817 | |||||
Net income allocated to limited partners | $ | 11,886 | $ | 7,224 | $ | 9,070 |
See accompanying notes.
37
CONSOLIDATED STATEMENTS OF OWNERS’ EQUITY OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(In thousands, except unit amounts)
GENERAL PARTNER'S COMMON UNITS | LIMITED PARTNERS' COMMON UNITS | GENERAL PARTNER’S EQUITY | LIMITED PARTNERS’ EQUITY – COMMON UNITS | NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES | TOTAL OWNERS’ EQUITY | LIMITED PARTNERS' EQUITY - PREFERRED | ||||||||||||||||||||
Balance at January 1, 2016 | 147,577,984 | 3,539,075 | $ | 2,972,581 | $ | 53,754 | $ | 3,919 | $ | 3,030,254 | $ | 7,537 | ||||||||||||||
Contributions from partners | 802,834 | 28,728 | — | — | 28,728 | — | ||||||||||||||||||||
Distributions to partners | (278,764 | ) | (6,780 | ) | (258 | ) | (285,802 | ) | (472 | ) | ||||||||||||||||
Unit repurchase | (1,396,844 | ) | (40,896 | ) | — | — | — | (40,896 | ) | — | ||||||||||||||||
Other comprehensive loss - foreign currency translation | (33,925 | ) | (819 | ) | — | (34,744 | ) | — | ||||||||||||||||||
Other comprehensive income - derivative instruments | 400 | 10 | — | 410 | — | |||||||||||||||||||||
Net income | 356,817 | 8,598 | 258 | 365,673 | 472 | |||||||||||||||||||||
Acquisition of noncontrolling interests | (1,682 | ) | — | 982 | (700 | ) | — | |||||||||||||||||||
Redemption of limited partners common units for common shares | 9,044 | (9,044 | ) | 132 | (132 | ) | — | — | — | |||||||||||||||||
Balance at December 31, 2016 | 146,993,018 | 3,530,031 | 3,003,391 | 54,631 | 4,901 | 3,062,923 | 7,537 | |||||||||||||||||||
Contributions from partners | 447,847 | 18,916 | — | — | 18,916 | — | ||||||||||||||||||||
Distributions to partners | (235,675 | ) | (5,509 | ) | (533 | ) | (241,717 | ) | (472 | ) | ||||||||||||||||
Other comprehensive income - foreign currency translation | 17,643 | 423 | — | 18,066 | — | |||||||||||||||||||||
Other comprehensive income - derivative instruments | 591 | 14 | — | 605 | — | |||||||||||||||||||||
Net income | 282,340 | 6,752 | 481 | 289,573 | 472 | |||||||||||||||||||||
Redemption of limited partners common units for common shares | 9,826 | (9,826 | ) | 152 | (152 | ) | — | — | — | |||||||||||||||||
Balance at December 31, 2017 | 147,450,691 | 3,520,205 | 3,087,358 | 56,159 | 4,849 | 3,148,366 | 7,537 | |||||||||||||||||||
Contributions from partners | 448,663 | 16,801 | — | — | 16,801 | — | ||||||||||||||||||||
Distributions to partners | (236,459 | ) | (5,687 | ) | (519 | ) | (242,665 | ) | (472 | ) | ||||||||||||||||
Other comprehensive loss - foreign currency translation | (13,832 | ) | (329 | ) | — | (14,161 | ) | — | ||||||||||||||||||
Other comprehensive loss - derivative instruments | (3,614 | ) | (86 | ) | — | (3,700 | ) | — | ||||||||||||||||||
Net income | 479,607 | 11,414 | 1,110 | 492,131 | 472 | |||||||||||||||||||||
Balance at December 31, 2018 | 147,899,354 | 3,520,205 | $ | 3,329,861 | $ | 61,471 | $ | 5,440 | $ | 3,396,772 | $ | 7,537 |
See accompanying notes.
38
CONSOLIDATED STATEMENTS OF CASH FLOWS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(In thousands)
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
OPERATING ACTIVITIES | |||||||||||
Net income | $ | 492,603 | $ | 290,045 | $ | 366,145 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization, including discontinued operations | 175,815 | 183,887 | 207,673 | ||||||||
Amortization of deferred financing costs | 3,839 | 3,750 | 3,974 | ||||||||
Expensed pursuit costs | 1,795 | 5,066 | 1,016 | ||||||||
Impairment charges - real estate assets, including discontinued operations | 39,688 | 10,632 | 3,879 | ||||||||
Loss on debt extinguishment | — | 49 | 27,099 | ||||||||
Equity in earnings of unconsolidated joint ventures | (21,382 | ) | (17,155 | ) | (21,970 | ) | |||||
Distributions from unconsolidated joint ventures | 747 | — | — | ||||||||
Gain on property dispositions | (384,673 | ) | (114,965 | ) | (219,270 | ) | |||||
Noncash compensation | 13,256 | 14,119 | 19,850 | ||||||||
Development service fee accrual | 58,022 | 6,220 | — | ||||||||
Other | (7,524 | ) | 824 | (6,128 | ) | ||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (2,682 | ) | 3,512 | 421 | |||||||
Deferred rent receivable | (18,922 | ) | (19,605 | ) | (16,927 | ) | |||||
Prepaid expenses and other assets | 23,259 | (33,663 | ) | (32,442 | ) | ||||||
Accounts payable | (7,183 | ) | 10,151 | 8,943 | |||||||
Accrued interest | 513 | (82 | ) | (4,276 | ) | ||||||
Other liabilities | 16,295 | (6,154 | ) | 3,075 | |||||||
Net cash provided by operating activities | 383,466 | 336,631 | 341,062 | ||||||||
INVESTING ACTIVITIES | |||||||||||
Investment in properties – acquisitions | (497,616 | ) | (255,639 | ) | (9,216 | ) | |||||
Investment in properties – other | (44,976 | ) | (56,104 | ) | (55,406 | ) | |||||
Investments in and advances to unconsolidated joint ventures | (81,726 | ) | (46,567 | ) | (70,581 | ) | |||||
Distributions from unconsolidated joint ventures | 39,235 | 21,042 | 63,048 | ||||||||
Net proceeds from disposition of properties/land | 849,528 | 379,139 | 1,192,918 | ||||||||
Investment in development in progress | (248,587 | ) | (260,447 | ) | (342,489 | ) | |||||
Investment in land held for development | (204,522 | ) | (105,564 | ) | (107,400 | ) | |||||
Payment of deferred leasing costs | (29,271 | ) | (37,678 | ) | (32,682 | ) | |||||
Increase in escrows and other | (37,158 | ) | (103,834 | ) | (23,265 | ) | |||||
Net cash (used in) provided by investing activities | (255,093 | ) | (465,652 | ) | 614,927 | ||||||
FINANCING ACTIVITIES | |||||||||||
Proceeds from unsecured notes | — | — | 396,648 | ||||||||
Repayments of unsecured notes including prepayment premium | — | — | (723,368 | ) | |||||||
Proceeds from mortgage loans | 165,229 | — | — | ||||||||
Repayments of mortgage loans | (33,561 | ) | (7,795 | ) | (29,538 | ) | |||||
Proceeds from credit facility | 1,335,214 | 835,036 | 591,300 | ||||||||
Repayments on credit facility | (1,280,410 | ) | (476,097 | ) | (850,300 | ) | |||||
Payment of deferred financing costs | (1,636 | ) | (5,190 | ) | (3,550 | ) | |||||
Capital contributions | 7,333 | 8,808 | 13,029 | ||||||||
Distributions to partners/noncontrolling interests | (247,717 | ) | (258,531 | ) | (333,728 | ) | |||||
Net cash (used in) provided by financing activities | (55,548 | ) | 96,231 | (939,507 | ) | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | 72,825 | (32,790 | ) | 16,482 | |||||||
(Decrease) increase in cash, cash equivalents and restricted cash related to foreign currency translation | (2,688 | ) | 2,450 | (4,828 | ) | ||||||
Cash, cash equivalents and restricted cash at beginning of year | 25,685 | 56,025 | 44,371 | ||||||||
Cash, cash equivalents and restricted cash at end of year | $ | 95,822 | $ | 25,685 | $ | 56,025 |
See accompanying notes.
39
Liberty Property Trust and Liberty Property Limited Partnership
Notes to Consolidated Financial Statements
December 31, 2018
1. 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 December 31, 2018. The Company owns and operates industrial properties in the United States nationally, as well as in the United Kingdom. The Company intends to divest its remaining office properties (other than its headquarters) over the next few years and focus its efforts and capital solely on its industrial platform. 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” means the Trust and Operating Partnership collectively.
The Operating Partnership is a variable interest entity ("VIE") of the Trust as the limited partners do not have substantive kick-out or participating rights. The Trust is the primary beneficiary of the Operating Partnership as it has the power to direct the activities of the Operating Partnership and the rights to absorb 97.7% of the net income of the Operating Partnership. The Trust has no significant assets or liabilities other than its investment in the Operating Partnership. As the Operating Partnership is already consolidated in the balance sheets of the Trust, the identification of this entity as a VIE has no impact on the consolidated financial statements of the Trust. In addition, the Company holds a 20% interest in Liberty/Comcast 1701 JFK Boulevard, LP which was determined to be a VIE. The Company determined that it is not the primary beneficiary as the Company and its third-party partner share control of the joint venture. The Company's maximum exposure to loss is equal to its equity investment in the joint venture which was $75.1 million and $17.3 million as of December 31, 2018 and 2017, respectively.
All square footage amounts are unaudited.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("US GAAP") requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements of the Company include the Trust, the Operating Partnership, wholly owned subsidiaries and those subsidiaries in which the Company owns a majority voting interest with the ability to control operations of the subsidiaries and where no approval, veto or other important rights have been granted to the noncontrolling shareholders. The Company consolidates joint ventures that are considered to be variable interest entities (“VIEs”) where we are the primary beneficiary. The Company (i) evaluates the sufficiency of the total equity investment at risk, (ii) reviews the voting rights and decision-making authority of the equity investment holders as a group and whether there are any guaranteed returns, protection against losses, or capping of residual returns within the group and (iii) establishes whether activities within the venture are on behalf of an investor with disproportionately few voting rights in making this VIE determination. To the extent that the Company (i) is the sole entity that has the power to direct the activities of the VIE and (ii) has the obligation or rights to absorb the VIE's losses or receive its benefits, then the Company would be the primary beneficiary and would consolidate the VIE.
All significant intercompany transactions and accounts have been eliminated.
Reclassifications
Certain amounts from prior years have been reclassified to conform to current-year presentation including reclassifying the accompanying consolidated balance sheets for assets held for sale and the consolidated statements of comprehensive income for discontinued operations.
In 2018, the Company began to separately classify other operating expenses in the Consolidated Statements of Comprehensive Income. Other operating expenses include expensed pursuit costs, system implementation costs and severance costs.
40
The Company is incurring costs associated with its efforts to implement new financial and operating systems in certain cloud computing arrangements. The Company evaluated the arrangements in accordance with ASU 2015-05 "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement" and concluded that such arrangements are service contracts under the standard. Accordingly, the Company expenses substantially all costs as incurred. Certain costs that relate to the software service agreements received over time are set up as prepaid and expensed over the applicable service period. These costs include license costs during the implementation period as well as consulting, personnel and other direct costs related to the implementation.
The Company capitalizes pre-development costs incurred in pursuit of new development opportunities for which the Company currently believes future development is probable. Future development is dependent upon various factors, including zoning and regulatory approval, rental market conditions and construction costs. Initial pre-development costs incurred for pursuits for which future development is not yet considered probable are expensed as incurred. In addition, if the status of a future development by the Company is no longer probable, any capitalized pre-development costs are written off with a charge to expense.
Severance costs are incurred in conjunction with certain headcount reductions relating primarily to the Company's change in strategy.
Previously, expensed pursuit costs were on a separate line item on the Company's Consolidated Statements of Comprehensive Income in amounts per the table below. Systems implementation costs and severance costs were included in general and administrative expense in amounts as follows (in thousands):
2017 | 2016 | ||||||
Expensed pursuit costs | $ | 5,066 | $ | 1,016 | |||
General and administrative expense | 1,011 | 4,001 |
Concentration of Credit Risk
As of December 31, 2018, wholly owned properties were leased to 1,084 customers. The geographic locations that comprise greater than 10% of our segment level operating revenues were Lehigh Valley/Central PA and Carolinas/Richmond. Our customers engage in a wide variety of businesses. No single customer generated more than 4.3% of our consolidated operating rental revenues during 2018. In 2018, the Sears Holdings Corporation filed for reorganization under Chapter 11 of the federal bankruptcy laws. This tenant represents 0.8% of consolidated operating rental revenues during 2018.
Real Estate and Depreciation
The properties are recorded at cost and are depreciated using the straight line method over their estimated useful lives. The estimated useful lives are as follows:
Building and improvements | 40 years (blended) | |
Capital improvements | 15 - 20 years | |
Equipment | 5 - 10 years | |
Tenant improvements | Term of the related lease |
The Company capitalizes costs associated with development and redevelopment activities, capital improvements, tenant improvements and leasing activities, including compensation costs. Expenditures directly related to the improvement of real estate, including interest and other costs capitalized on development and redevelopment projects and land being readied for development, are included in net real estate and are stated at cost. The Company considers a development property substantially complete upon the completion of tenant build-out, but no later than one year after the completion of major construction activity. These capitalized costs include pre-construction costs essential to the development of the property, construction costs, interest costs, real estate taxes, development related compensation and other costs incurred during the period of development. The determination to capitalize rather than expense costs requires the Company to evaluate the status of the development activity. The total of capitalized compensation costs directly related to development, redevelopment, capital improvements, and tenant improvements for the years ended December 31, 2018, 2017 and 2016 was $7.1 million, $5.5 million and $7.2 million, respectively. Construction related payables at December 31, 2018 and 2017 were $48.1 million and $49.3 million, respectively.
The Company allocates the purchase price of real estate acquired to land, building and improvements and intangibles based on the relative fair value of each component. Lease values for acquired properties are determined based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place
41
lease ("Market Value Intangible"). Origination values are also assigned to in-place leases, and, where appropriate, value is assigned to customer relationships ("Origination Value Intangible").
Acquisition-related costs for asset acquisitions are capitalized and included in net real estate at cost. Expenditures for maintenance and repairs are charged to operations as incurred.
The Company depreciates the amounts allocated to building and improvements over 40 years and amortizes the amounts allocated to intangibles relating to in-place leases, which are included in deferred financing and leasing costs and other liabilities in the accompanying consolidated balance sheets, over the remaining term of the related leases. Market Value Intangible amortization is recorded as rental revenue. Origination Value Intangible amortization is recorded as depreciation and amortization. This calculation includes both the remaining noncancelable period and any bargain renewal option periods.
Once a property is designated as held for sale, no further depreciation expense is recorded.
The Company evaluates its real estate investments upon occurrence of a significant adverse change in its operations and/or market price, an expectation that the asset will be sold or otherwise disposed of before the end of its estimated useful life, among other factors, to assess whether any impairment indicators are present that affect the recovery of the recorded value. If indicators of impairment are identified, the Company estimates the future undiscounted cash flows from the use and eventual disposition of the property and compares this amount to the carrying value of the property. If any real estate investment is considered impaired, a loss is recognized to reduce the carrying value of the property to its estimated fair value. If held for sale, a property is not considered impaired unless its estimated fair value (less costs to sell) is less than the property's book value at the balance sheet date.
Investments in Unconsolidated Joint Ventures
The Company accounts for its investments in unconsolidated joint ventures using the equity method of accounting as the Company exercises significant influence, but does not control these entities.
Under the equity method of accounting, the net equity investment of the Company is reflected in the accompanying consolidated balance sheets and the Company's share of net income from the joint ventures is included in the accompanying consolidated statements of comprehensive income.
On a periodic basis, management assesses whether there are any indicators that the value of the Company's investments in unconsolidated joint ventures may be other-than-temporarily-impaired. An investment is impaired only if management's estimate of the value of the investment is less than the carrying value of the investment, and such decline in value is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over the estimated fair value of the investment. The estimated fair value of the investments is determined using a discounted cash flow model which is a Level 3 valuation under ASC 820, "Fair Value Measurement." The Company considers a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, operating costs, capitalization rates, holding periods and discount rates.
No other-than-temporary impairment losses on the Company's investments in unconsolidated joint ventures were recognized during the years ended December 31, 2016, 2017 or 2018.
Cash and Cash Equivalents
Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents.
Restricted Cash
Restricted cash includes tenant security deposits and escrow funds that the Company maintains pursuant to certain mortgage loans. Restricted cash also includes the undistributed proceeds from the sale of residential land in Kent County, United Kingdom.
42
Accounts Receivable/Deferred Rent Receivable
The Company's accounts receivable are comprised of rents and charges for property operating costs due from tenants. The Company's deferred rent receivable represents the cumulative difference between rent revenue recognized on a straight line basis and contractual payments due under the terms of tenant leases. The Company periodically performs a detailed review of amounts due from tenants to determine if accounts receivable and deferred rent receivable balances are collectible. Based on this review, accounts receivable and deferred rent receivable are reduced by an allowance for doubtful accounts. The Company considers tenant credit quality and payment history and general economic conditions in determining the allowance for doubtful accounts. If the accounts receivable balance or the deferred rent receivable balance is subsequently deemed uncollectible, the receivable and allowance for doubtful account balance are written off.
The allowance for doubtful accounts at December 31, 2018 and 2017 was $6.4 million and $6.6 million, respectively. The Company recognized bad debt expense of $1.4 million, $0.6 million and $0.6 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Revenue Recognition
The Company earns rental income under operating leases with tenants. Rental income is recognized on a straight line basis over the applicable non-cancelable lease term. Operating expense reimbursements consisting of amounts due from tenants for real estate taxes, utilities and other recoverable costs are recognized as revenue in the period in which the corresponding expenses are incurred.
The Company considers any renewal options in determining the lease term. To the extent a lease includes a tenant option to renew or extend the duration of the lease at a fixed or determinable rental rate, the Company evaluates whether or not that option represents a bargain renewal option by analyzing if there is reasonable assurance at lease inception that the tenant will exercise the option because the rental rate is sufficiently lower than the expected rental rate for equivalent property under similar terms and conditions at the exercise date.
Termination fees (included in rental revenue) are fees that the Company has agreed to accept in consideration for permitting certain tenants to terminate their lease prior to the contractual expiration date. The Company recognizes termination fees during the period that landlord services are rendered in accordance with Securities and Exchange Commission Staff Accounting Bulletin 104, "Revenue Recognition," after the following conditions are met:
a. | the termination agreement is executed, |
b. | the termination fee is determinable, and |
c. | collectability of the termination fee is assured. |
Effective January 1, 2018, the Company adopted the "New Revenue Standards," comprised of: ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance (except revenue in the scope of other accounting standards, including standards related to leasing) as well as the following standards subsequently issued by the FASB related to ASU 2014-09: ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; ASU 2017-05, Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20), and ASU 2017-13, Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.
The New Revenue Standards provide a unified model to determine how revenue is recognized. In accordance with the New Revenue Standards, the Company performs the following steps: (i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied. The Company evaluated each of its revenue streams: lease agreement revenue, development service fee revenue, deferred land sale revenue and gain or loss on sale of nonfinancial assets and adopted the New Revenue Standards effective January 1, 2018 using the modified retrospective approach. The Company concluded that there are no revenue streams from its lease agreements that are covered by the New Revenue Standards. The Company adopted the practical expedient to assess the recognition of revenue for open contracts during the transition period. There was no adjustment to the opening balance of retained earnings recorded at January 1, 2018.
43
In the fourth quarter of 2016, the Company entered into an agreement relating to the fee development of an office building at its Camden Waterfront project in Camden, NJ. Project revenues and related costs and expenses are presented on a gross basis as "Development service fee income" and "Development service fee expense" in the Consolidated Statements of Comprehensive Income. Additionally, at the same time, the Company began classifying development fees and expenses relating to its fee development arrangements for certain unconsolidated joint venture projects in a manner consistent with the Camden project described above. Previously, development service fee income relating to its unconsolidated joint ventures had been classified as other income and development service fee expense had been classified as general and administrative expense in amounts as follows:
Nine months ended | |||
September 30, 2016 | |||
(unaudited) | |||
Other income | $ | 3,789 | |
General and administrative expense | $ | 3,210 |
For the years ended December 31, 2017 and 2016, revenue and expense associated with service fee development was accounted for under the percentage of completion method. Revenues were recognized on the percentage of completion method based on applicable costs incurred with respect to each development agreement. The Company used the relative sales value method to allocate costs and recognize profits from service fee development. Under the relative sales value method, estimates of aggregate project revenues and aggregate project costs are used to determine the allocation of project cost of sales and the resulting profit in each accounting period. In subsequent periods, cost of sale allocations and the resulting profits are adjusted to reflect changes in the actual and estimated costs and revenues of each project. Provisions for estimated losses on uncompleted contracts are recognized immediately in the period in which such losses are determined.
The New Revenue Standards did not have an impact on the amount and timing of recognizing the Company's development service fee income. The Company recognizes development service fee income on a variable basis as a percentage of costs incurred on third party development contracts. Property development services, which are a single performance obligation, continue to be satisfied and recognized over time. The Company measures its progress toward completing the performance obligation under each
arrangement. The measurement of the transfer of value to the customer for these services utilizes the input method (actual costs incurred against anticipated project costs) since this method best depicts the actual transfer of value promised to the customer. Estimated expected losses on such contracts are accrued in the period in which they are determinable. The total amount of consideration to be received from these projects is assessed on a quarterly basis.
The Company receives cash as it sells improved land sites on behalf of its development partner to home builders in the United Kingdom. These agreements contain a pre-emption clause and a seller's call option. The Company recognizes revenue as the pre-emption period or seller's call option lapses utilizing the output method. There was $2.4 million, $0.3 million, and $2.6 million in revenue recognized for such contracts during the years ended December 31, 2018, 2017 and 2016, respectively.
The New Revenue Standards did not have an impact on the gain or loss on sale of nonfinancial assets. The New Revenue Standards
require the Company to derecognize nonfinancial assets once it transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset. Additionally, when the Company transfers its controlling interest in a nonfinancial asset, but retains
a noncontrolling ownership interest, the Company is required to measure any noncontrolling interest it receives or retains at fair
value. The guidance requires companies to recognize a full gain or loss on the transaction. See Note 6 - Real Estate, Note 7 - Investments in Unconsolidated Joint Ventures and Note 19 - Accounting for the Impairment or Disposal of Long-lived Assets for further discussion of sales of nonfinancial assets.
Estimated gross revenue related to the remaining performance obligations under existing contracts (before allocation of related costs and expenses) as of December 31, 2018 that will be recognized as revenue in future periods was approximately $37.1 million,
which is expected to be recognized through 2021.
Deferred Financing and Leasing Costs
Costs incurred in connection with leasing or financing of the credit facilities are capitalized and amortized on a straight line basis over the term of the related lease or loan. Costs incurred in connection with the financing of mortgage loans or unsecured notes are reported as a deduction from the face amount of that liability and amortized on a straight line basis over the term of the related loan. Deferred financing cost amortization is reported as interest expense.
44
Certain employees of the Company are compensated for leasing services related to the Company's properties. The compensation directly related to these leasing services is capitalized and amortized as a deferred leasing cost over the term of the related lease. The total of this capitalized compensation was $2.7 million, $3.6 million and $3.8 million for the years ended December 31, 2018, 2017 and 2016, respectively. Effective January 1, 2019, as a result of the New Lease Standard, only incremental, direct costs will be capitalizable and therefore, certain compensation costs for leasing services will be expensed as incurred.
Fair Value of Financial Instruments
ASC 820, Fair Value Measurements and Disclosures, gives guidance on the fair value measurement of a financial asset or liability. Inputs used to develop fair value are classified in one of three categories: Level 1 inputs (quoted prices (unadjusted) in active markets for identical assets or liabilities), Level 2 inputs (inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly) and Level 3 inputs (unobservable inputs for the asset or liability).
The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the following estimates are not necessarily indicative of the amounts the Company could have realized on disposition of the financial instruments at December 31, 2018 and December 31, 2017. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued interest, dividend and distributions payable and other liabilities are reasonable estimates of fair value because of the short-term nature of these instruments. The carrying value of the outstanding amounts under the Company's credit facilities is also a reasonable estimate of fair value because interest rates float at a rate based on LIBOR.
The Company determines the fair value of its interest rate swaps by using the standard methodology of netting discounted future fixed cash payments with the discounted expected variable cash receipts. These variable cash receipts of interest rate swaps are based on expectations of future LIBOR interest rates (forward curves) estimated by observing market LIBOR interest rate curves. This is a Level 2 fair value calculation. Also, credit valuation adjustments are factored into the fair value calculations to account for potential nonperformance risk. These credit valuation adjustments were concluded to be not significant inputs for the fair value calculations for the periods presented. See Note 20 - Derivative Instruments.
The Company used a discounted cash flow model to determine the estimated fair value of its debt as of December 31, 2018 and December 31, 2017. This is a Level 3 fair value calculation. The inputs used in preparing the discounted cash flow model include actual maturity dates and scheduled cash flows as well as estimates for market value discount rates. The Company updates the discounted cash flow model on a quarterly basis to reflect any changes in the Company's debt holdings and changes to discount rate assumptions.
The following summarizes the fair value of the Company's mortgage loans and unsecured notes at December 31, 2018 and December 31, 2017 (in thousands):
Mortgage Loans | Unsecured Notes | |||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||
As of December 31, 2018 | $ | 395,202 | $ | 397,167 | $ | 2,285,698 | $ | 2,295,699 | ||||||||
As of December 31, 2017 | $ | 267,093 | $ | 267,298 | $ | 2,283,513 | $ | 2,359,998 |
45
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"). As a result, the Company generally is not subject to federal income taxation at the corporate level to the extent it distributes annually at least 100% of its REIT taxable income, as defined in the Code, to its shareholders and satisfies certain other organizational and operational requirements. The Company has met these requirements and, accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate rates (including any alternative minimum tax for those tax years beginning prior to January 1, 2018) and may not be able to qualify as a REIT for four years. Even as a REIT, the Company may still be subject to certain state and local income and property taxes, and to federal income and excise taxes on undistributed taxable income. The Company continues to consider and implement the relevant provisions of the Tax Cuts and Jobs Act (the "TCJA"), which was signed into law on December 22, 2017 and which generally took effect for taxable years beginning on or after January 1, 2018. Based upon its assessment, when combined with the guidance issued to date by both the Internal Revenue Service and the United States Treasury Department, the Company does not reasonably believe or expect those provisions, or the TCJA in general, will have a material impact on its overall financial condition, business operations or ability to continue to qualify as a REIT on a going forward basis.
Several of the Company's subsidiaries are taxable REIT subsidiaries (each a "TRS") and are subject to federal and state income taxes separate from the Company. In general, a TRS may perform additional services for tenants and generally may engage in real estate or non-real estate businesses that are not permitted REIT activities. The Company itself is also subject to tax in certain states and the United Kingdom. Accordingly, the Company recognizes federal, state and foreign income taxes in accordance with US GAAP, as applicable. In addition, the TCJA implemented a one-time deemed repatriation tax on offshore corporate profits, including any such profits which the Company may have accumulated over the years in its offshore TRSs, at the reduced rates of 15.5% on cash assets and 8% on noncash assets. The Company has reviewed its accumulated offshore earnings through December 31, 2017 and this provision of the TCJA did not have a material impact on the Company’s overall financial condition or results of operation or its 2017 federal and state tax return filings.
Currently there are no uncertain tax positions or possibly significant unrecognized tax benefits that are reasonably expected to occur within the next 12 months. The Company's policy is to recognize interest accrued related to unrecognized benefits in interest expense and penalties in other expense. There were no interest or penalties deducted in any of the years ended December 31, 2018, 2017 and 2016 and no interest and penalties accrued at December 31, 2018 or December 31, 2017 which related to any uncertain tax positions or significant unrecognized tax benefits.
As of December 31, 2018, certain of the Company's TRSs have estimated net operating loss ("NOL") carryforwards available of approximately $20.8 million. Unless reduced or utilized, these NOL carryforwards are set to begin expiring in 2020. Additionally, the TCJA reduced the corporate federal tax rate in the U.S. from 35% to 21% effective for tax years beginning after December 31, 2017 while also reducing the amount of newly generated NOLs that can generally be utilized by a taxpayer in any tax year from 100% of net taxable income to 90%. As such, deferred tax assets and liabilities, where applicable, were remeasured to account for these changes. After taking into consideration the projected future net taxable income at these entities, and consistent with prior periods, the Company has determined that a valuation allowance for the full carrying value of NOL carryforwards is appropriate.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, certain state and local jurisdictions, the United Kingdom and (in prior years) Luxembourg. With few exceptions, the Company and its subsidiaries are no longer subject to examination by taxing authorities in these jurisdictions for years prior to 2012.
The Federal tax cost basis of the wholly owned real estate was $7.1 billion and $6.8 billion at December 31, 2018 and 2017, respectively.
Share-Based Compensation
Share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employees' requisite service period. The Company recognizes forfeitures on share based compensation as they occur.
Derivative Financial Instruments
The Company borrows funds at a combination of fixed and variable rates. Borrowings under our Facilities and certain bank mortgage loans bear interest at variable rates. Our long-term debt typically bears interest at fixed rates. Our interest rate risk management objectives are to limit generally the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we enter into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We
46
generally do not hold or issue these derivative contracts for trading or speculative purposes. The interest rate on all of our variable rate debt is generally adjusted at one or three month intervals, subject to settlements under interest rate hedge contracts.
Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss (for the Trust) and general partner's equity and limited partners' equity - common units (for the Operating Partnership) and is subsequently reclassified into interest expense in the period that the hedged forecasted transaction affects earnings.
Foreign Currency
The functional currency of the Company's United Kingdom operations is pounds sterling. The Company translates the financial statements for the United Kingdom operations into US dollars. For the Trust, gains and losses resulting from this translation are included in accumulated other comprehensive loss as a separate component of shareholders' equity and a proportionate amount of gain or loss is allocated to noncontrolling interest - operating partnership - common units. For the Operating Partnership, gains and losses resulting from this translation are included in general partner's equity and limited partners' equity - common units. Upon sale or upon complete or substantially complete liquidation of the Company's foreign investment, the gain or loss on the sale will include the cumulative translation adjustments that have been previously recorded in accumulated other comprehensive loss and noncontrolling interest - operating partnership - common units (for the Trust) and in general partner's equity and limited partners' equity - common units (for the Operating Partnership).
Comprehensive Income
Comprehensive income, as reflected on the consolidated statements of comprehensive income, is defined as all changes in equity during each period except for those resulting from investments by or distributions to shareholders. Accumulated other comprehensive loss, as reflected on the Company's consolidated balance sheets and consolidated statements of equity, reflects the effective portion of the cumulative changes in the fair value of derivatives in qualifying cash flow hedge relationships as well as gains and losses resulting from foreign currency translation.
Earnings Per Share of the REIT
Basic earnings per share is calculated by dividing the income available to common shareholders for the period by the weighted average number of common shares outstanding during the period using the two class method. Diluted earnings per share is calculated by dividing the net income available to common shareholders for the period by the weighted average number of common and dilutive securities outstanding during the period.
Earnings Per Unit of the Operating Partnership
Basic earnings per unit is calculated by dividing the income available to common unitholders for the period by the weighted average number of common units outstanding during the period using the two class method. Diluted earnings per unit is calculated by dividing the income available to common unitholders for the period by the weighted average number of common and dilutive securities outstanding during the period.
Recently Issued Accounting Standards
Leases
In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). Subsequently the FASB issued the following standards related to ASU 2016-02: ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11, Leases (Topic 842): Targeted Improvements (collectively, the "New Lease Standard"). The New Lease Standard amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting.
The New Lease Standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. In addition, the New Lease Standard limits the capitalization of costs by lessors to incremental direct leasing costs. Therefore the Company will no longer capitalize and amortize certain leasing related costs and instead will expense these costs as incurred. Such capitalized costs were approximately $1 million for the year ended December 31, 2018.
The New Lease Standard provides lessors a practical expedient to not separate lease and non-lease components if certain criteria are met. The Company assessed these criteria and concluded that the timing and pattern of transfer for non-lease components and
47
lease components are the same, and therefore will account for and present rental revenue and operating expense reimbursements as a single component.
The Company is a lessee of ground and office space leases. In accordance with the New Lease Standard, for lease agreements longer than one year, the Company will measure the present value of the future lease payments and recognize a right-of-use asset and corresponding lease liability on its balance sheet estimated to range from $18 million to $20 million.
The Company adopted the New Lease standard on January 1, 2019 and applied it prospectively. The following practical expedients available for implementation were elected:
a. | whether an expired or existing contract meets the definition of a lease |
b. | the lease classification at the adoption date for existing or expired leases |
c. | whether costs previously capitalized as initial direct costs would continue to be amortized |
The Company therefore does not expect an adjustment to the opening balance of retained earnings.
Other
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is designed to clarify how entities should classify cash receipts and cash payments in the statement of cash flows. ASU 2016-15 became effective for the Company beginning January 1, 2018. The standard requires retrospective application. The adoption of ASU 2016-15 did not have a material impact on the Company's consolidated financial statements.
In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets ("ASU 2017-05"). ASU 2017-05 is designed to provide guidance on how to recognize gain and losses on sales, including partial sale, of nonfinancial assets to noncustomers. The Company adopted ASU 2017-05 effective January 1, 2018 on a modified retrospective method and the adoption did not have an effect on the Company’s consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting ("ASU 2017-09"). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 became effective for the Company beginning January 1, 2018. The new guidance was applied prospectively to awards modified on or after the adoption date. The adoption of ASU 2017-09 did not have a material impact on the consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). ASU 2017-12 is designed to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for the Company beginning January 1, 2019. Early adoption is permitted using a modified retrospective transition method. This adoption method will require the Company to recognize the cumulative effect of initially applying ASU 2017-12 as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update. The Company does not believe the adoption of the ASU 2017-12 will have a material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ("ASU 2018-15"). ASU 2018-15 amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 is effective for the Company beginning January 1, 2020. Upon adoption, the Company does not anticipate the impact of ASU 2018-15 will have a material impact on the consolidated financial statements.
In August 2018, the Securities and Exchange Commission adopted a final rule that eliminated or amended disclosure requirements that were redundant or outdated in light of changes in its requirements, GAAP, or changes in the business environment. The commission also referred certain disclosure requirements to the FASB for potential incorporation into GAAP. The rule is effective for filings after November 5, 2018. The Company assessed the impact of this rule and determined that the changes resulted in clarification or expansion of existing requirements. The Company adopted the rule and it did not have a material impact on the Company’s consolidated financial statements.
48
3. 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):
2018 | 2017 | ||||||||||||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share | Income (Numerator) | Weighted Average Shares (Denominator) | Per Share | ||||||||||||||||
Income from continuing operations net of noncontrolling interest - basic | $ | 144,296 | 147,275 | $ | 0.98 | $ | 229,816 | 146,742 | $ | 1.56 | |||||||||||
Dilutive shares for long-term compensation plans | — | 946 | — | 799 | |||||||||||||||||
Income from continuing operations net of noncontrolling interest - diluted | $ | 144,296 | 148,221 | $ | 0.97 | $ | 229,816 | 147,541 | $ | 1.55 | |||||||||||
Discontinued operations net of noncontrolling interest - basic | $ | 335,311 | 147,275 | $ | 2.28 | $ | 52,524 | 146,742 | $ | 0.36 | |||||||||||
Dilutive shares for long-term compensation plans | — | 946 | — | 799 | |||||||||||||||||
Discontinued operations net of noncontrolling interest - diluted | $ | 335,311 | 148,221 | $ | 2.27 | $ | 52,524 | 147,541 | $ | 0.36 | |||||||||||
Net income available to common shareholders - basic | $ | 479,607 | 147,275 | $ | 3.26 | $ | 282,340 | 146,742 | $ | 1.92 | |||||||||||
Dilutive shares for long-term compensation plans | — | 946 | — | 799 | |||||||||||||||||
Net income available to common shareholders - diluted | $ | 479,607 | 148,221 | $ | 3.24 | $ | 282,340 | 147,541 | $ | 1.91 |
2016 | ||||||||||
Income (Numerator) | Weighted Average Shares (Denominator) | Per Share | ||||||||
Income from continuing operations net of noncontrolling interest - basic | $ | 321,197 | 146,204 | $ | 2.20 | |||||
Dilutive shares for long-term compensation plans | — | 685 | ||||||||
Income from continuing operations net of noncontrolling interest - diluted | $ | 321,197 | 146,889 | $ | 2.19 | |||||
Discontinued operations net of noncontrolling interest - basic | $ | 35,620 | 146,204 | $ | 0.24 | |||||
Dilutive shares for long-term compensation plans | — | 685 | ||||||||
Discontinued operations net of noncontrolling interest - diluted | $ | 35,620 | 146,889 | $ | 0.24 | |||||
Net income available to common shareholders - basic | $ | 356,817 | 146,204 | $ | 2.44 | |||||
Dilutive shares for long-term compensation plans | — | 685 | ||||||||
Net income available to common shareholders - diluted | $ | 356,817 | 146,889 | $ | 2.43 |
Dilutive shares for long-term compensation plans represent the unvested common shares outstanding during the year as well as the dilutive effect of outstanding options. There were no anti-dilutive options in 2018 or 2017. There were 0.8 million anti-dilutive options that were excluded in 2016 from the computation of diluted income per common share as the exercise price was higher than the average share price of the Company in 2016.
49
During the years ended December 31, 2018, 2017 and 2016, 151,000, 193,000 and 369,000 common shares, respectively, were issued upon the exercise of options.
During the year ended December 31, 2018, there were no common shares issued in exchange for common units. During the years ended December 31, 2017 and 2016, individuals acquired 9,826 and 9,044 common shares, respectively, in exchange for the same number of common units. These individuals acquired these common units in connection with their contributions to the Operating Partnership of certain assets in prior years. The exchange of common shares for common units is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder.
During the years ended December 31, 2018, 2017 and 2016, declared dividends per common share were $1.60, $1.60 and $1.90, respectively.
50
4. 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):
2018 | 2017 | ||||||||||||||||||||
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 | $ | 148,171 | $ | 235,769 | |||||||||||||||||
Less: Preferred unit distributions | (472 | ) | (472 | ) | |||||||||||||||||
Income from continuing operations available to common unitholders - basic | $ | 147,699 | 150,795 | $ | 0.98 | $ | 235,297 | 150,270 | $ | 1.56 | |||||||||||
Dilutive units for long-term compensation plans | — | 946 | — | 799 | |||||||||||||||||
Income from continuing operations available to common unitholders - diluted | $ | 147,699 | 151,741 | $ | 0.97 | $ | 235,297 | 151,069 | $ | 1.55 | |||||||||||
Income from discontinued operations - basic | $ | 343,322 | 150,795 | $ | 2.28 | $ | 53,795 | 150,270 | $ | 0.36 | |||||||||||
Dilutive units for long-term compensation plans | 946 | 799 | |||||||||||||||||||
Income from discontinued operations - diluted | $ | 343,322 | 151,741 | $ | 2.27 | $ | 53,795 | 151,069 | $ | 0.36 | |||||||||||
Income available to common unitholders - basic | $ | 491,021 | 150,795 | $ | 3.26 | $ | 289,092 | 150,270 | $ | 1.92 | |||||||||||
Dilutive units for long-term compensation plans | 946 | 799 | |||||||||||||||||||
Income available to common unitholders - diluted | $ | 491,021 | 151,741 | $ | 3.24 | $ | 289,092 | 151,069 | $ | 1.91 |
51
2016 | ||||||||||
Income (Numerator) | Weighted Average Units (Denominator) | Per Unit | ||||||||
Income from continuing operations net of noncontrolling interest - consolidated joint ventures | $ | 329,411 | ||||||||
Less: Preferred unit distributions | (472 | ) | ||||||||
Income from continuing operations available to common unitholders - basic | $ | 328,939 | 149,740 | $ | 2.20 | |||||
Dilutive units for long-term compensation plans | — | 685 | ||||||||
Income from continuing operations available to common unitholders - diluted | $ | 328,939 | 150,425 | $ | 2.19 | |||||
Income from discontinued operations - basic | $ | 36,476 | 149,740 | $ | 0.24 | |||||
Dilutive units for long-term compensation plans | — | 685 | ||||||||
Income from discontinued operations - diluted | $ | 36,476 | 150,425 | $ | 0.24 | |||||
Income available to common unitholders - basic | $ | 365,415 | 149,740 | $ | 2.44 | |||||
Dilutive units for long-term compensation plans | — | 685 | ||||||||
Income available to common unitholders - diluted | $ | 365,415 | 150,425 | $ | 2.43 |
Dilutive units for long-term compensation plans represent the unvested common units outstanding during the year as well as the dilutive effect of outstanding options. There were no anti-dilutive options in 2018 and 2017. There were 0.8 million anti-dilutive options excluded in 2016 from the computation of diluted income per common unit as the exercise price was higher than the average unit price of the Company in 2016.
During the years ended December 31, 2018, 2017 and 2016, 151,000, 193,000 and 369,000 common units, respectively, were issued upon the exercise of options.
During the year ended December 31, 2018, there were no common shares issued in exchange for common units. During the years ended December 31, 2017 and 2016, individuals acquired 9,826 and 9,044 common shares of the Trust, respectively, in exchange for the same number of common units of the Operating Partnership. These individuals acquired these common units in connection with their contributions to the Operating Partnership of certain assets in prior years. The exchange of common shares for common units is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder.
During the years ended December 31, 2018, 2017 and 2016, declared dividends per common unit were $1.60, $1.60 and $1.90, respectively.
52
5. ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table sets forth the components of Accumulated Other Comprehensive Loss (in thousands):
December 31, | ||||||||
2018 | 2017 | |||||||
Foreign Currency Translation: | ||||||||
Beginning balance | $ | (38,701 | ) | $ | (56,767 | ) | ||
Translation adjustment | (14,161 | ) | 18,066 | |||||
Ending balance | (52,862 | ) | (38,701 | ) | ||||
Derivative Instruments: | ||||||||
Beginning balance | 150 | (455 | ) | |||||
Unrealized (loss) gain | (3,472 | ) | 152 | |||||
Reclassification adjustment (1) | (228 | ) | 453 | |||||
Ending balance | (3,550 | ) | 150 | |||||
Total accumulated other comprehensive loss | (56,412 | ) | (38,551 | ) | ||||
Less: portion included in noncontrolling interest – operating partnership | 1,169 | 754 | ||||||
Total accumulated other comprehensive loss included in shareholders' equity | $ | (55,243 | ) | $ | (37,797 | ) |
(1) | Amounts reclassified out of Accumulated Other Comprehensive Loss/General & Limited Partner's Equity into contractual interest expense. |
6. REAL ESTATE
The Company owns and operates industrial and office properties. The carrying value of these operating properties by type as of December 31, 2018 and 2017 is as follows (in thousands):
Land | Building | |||||||||||||||
and Land | and | Accumulated | ||||||||||||||
Improvements | Improvements | Total | Depreciation | |||||||||||||
2018 | ||||||||||||||||
Industrial properties | $ | 1,233,655 | $ | 4,353,225 | $ | 5,586,880 | $ | 926,703 | ||||||||
Office properties | 2,859 | 43,824 | 46,683 | 14,596 | ||||||||||||
2018 Total | $ | 1,236,514 | $ | 4,397,049 | $ | 5,633,563 | $ | 941,299 | ||||||||
2017 | ||||||||||||||||
Industrial properties | $ | 1,000,810 | $ | 3,867,834 | $ | 4,868,644 | $ | 810,044 | ||||||||
Office properties | 2,405 | 26,883 | 29,288 | 12,025 | ||||||||||||
2017 Total | $ | 1,003,215 | $ | 3,894,717 | $ | 4,897,932 | $ | 822,069 |
Depreciation expense was $143.4 million, $148.9 million and $166.8 million for the years ended December 31, 2018, 2017 and 2016, respectively.
53
Information on the operating properties the Company sold during the years ended December 31, 2018, 2017 and 2016 is as follows:
2018 Sales
Reportable Segment | Number of Buildings | Acres of Developable Land (unaudited) | Leaseable Square Feet (unaudited) | Gross Proceeds (in thousands) | ||||||||||
Carolinas/Richmond | 1 | 1.5 | 80,000 | $ | 7,094 | |||||||||
Chicago/Minneapolis | — | 8.3 | — | 2,714 | ||||||||||
Lehigh/Central PA | — | 66.2 | — | 9,700 | ||||||||||
Philadelphia | 1 | 3.1 | 207,779 | 130,818 | ||||||||||
United Kingdom | — | — | — | 65,334 | (1) | |||||||||
Other | 37 | — | 3,130,785 | 657,708 | ||||||||||
Total | 39 | 79.1 | 3,418,564 | $ | 873,368 |
(1) | The Company sold development rights in Horsham, UK. |
2017 Sales
Reportable Segment | Number of Buildings | Acres of Developable Land (unaudited) | Leaseable Square Feet (unaudited) | Gross Proceeds (in thousands) | |||||||||
Chicago/Minneapolis | 3 | — | 136,110 | $ | 8,917 | ||||||||
Florida | — | 16.4 | — | 13,256 | |||||||||
Houston | 1 | 42.2 | 206,808 | 36,145 | |||||||||
Lehigh/Central PA | 2 | 44.3 | 1,683,876 | 249,045 | |||||||||
Other | 4 | 10.2 | 313,410 | 59,895 | |||||||||
Total | 10 | 113.1 | 2,340,204 | $ | 367,258 |
2016 Sales
Reportable Segment | Number of Buildings | Acres of Developable Land (unaudited) | Leaseable Square Feet (unaudited) | Gross Proceeds (in thousands) | |||||||||
Chicago/Minneapolis | 24 | 5.3 | 2,037,275 | $ | 199,825 | ||||||||
Dallas | 1 | — | 197,600 | 12,000 | |||||||||
Florida | 51 | 12.1 | 3,509,641 | 505,828 | |||||||||
Lehigh/Central PA | 1 | — | 120,777 | 11,200 | |||||||||
Philadelphia | — | 1.0 | — | 2,640 | |||||||||
Other | 48 | 18.0 | 3,598,697 | 479,062 | |||||||||
Total | 125 | 36.4 | 9,463,990 | $ | 1,210,555 |
During the year ended December 31, 2015, the Company completed a portfolio sale consisting of 41 properties and 20 acres of land in Southeastern PA under the Other segment. As of December 31, 2016, the Company had deferred gain recognition related to this sale in the amount of $14.3 million. During the year ended December 31, 2017, the contingency related to the portfolio sale was settled and the Company recognized the deferred gain in the accompanying consolidated statements of comprehensive income.
54
Information on the operating properties and land parcels the Company acquired during the years ended December 31, 2018, 2017 and 2016 is as follows:
2018 Acquisitions
Reportable Segment | Number of Buildings | Acres of Developable Land (unaudited) | Leaseable Square Feet (unaudited) | Purchase Price | |||||||||
(in thousands) | |||||||||||||
Dallas | 1 | — | 900,043 | $ | 52,491 | ||||||||
Florida | — | 30.8 | — | 15,478 | |||||||||
Lehigh/Central PA | — | 170.2 | — | 34,092 | |||||||||
Southern California | 5 | 36.0 | 1,450,041 | 291,916 | |||||||||
United Kingdom | 7 | 8.7 | 1,116,421 | 149,582 | |||||||||
Other | 3 | 29.2 | 584,569 | 89,011 | |||||||||
Total | 16 | 274.9 | 4,051,074 | $ | 632,570 |
2017 Acquisitions
Reportable Segment | Number of Buildings | Acres of Developable Land (unaudited) | Leaseable Square Feet (unaudited) | Purchase Price | |||||||||
(in thousands) | |||||||||||||
Carolinas/Richmond | — | 10.7 | — | $ | 1,242 | ||||||||
Lehigh/Central PA | — | 94.6 | — | 17,798 | |||||||||
Southern California | 3 | — | 1,163,233 | 176,310 | |||||||||
United Kingdom | — | 34.6 | — | 12,550 | |||||||||
Other | 5 | 113.6 | 698,646 | 88,498 | |||||||||
Total | 8 | 253.5 | 1,861,879 | $ | 296,398 |
2016 Acquisitions
Reportable Segment | Number of Buildings | Acres of Developable Land (unaudited) | Leaseable Square Feet (unaudited) | Purchase Price | |||||||||
(in thousands) | |||||||||||||
Carolinas/Richmond | — | 12.7 | — | $ | 2,251 | ||||||||
Chicago/Minneapolis | 1 | 5.6 | 73,160 | 11,064 | |||||||||
Dallas | — | 88.0 | — | 7,985 | |||||||||
Lehigh/Central PA | — | 76.0 | — | 15,395 | |||||||||
Philadelphia | — | 6.2 | — | 13,943 | |||||||||
Southern California | — | 8.1 | — | 4,041 | |||||||||
Other | — | 19.8 | — | 6,213 | |||||||||
Total | 1 | 216.4 | 73,160 | $ | 60,892 |
7. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
Listed below are the unconsolidated joint ventures in which the Company has a noncontrolling interest. The Company receives fees from these joint ventures for services it provides. These services include property management, leasing, development and administration. These fees are generally included in interest and other income in the accompanying consolidated statements of
55
comprehensive income. For the three months ended December 31, 2016, the Company began including development-related fees in development service income in the consolidated statements of comprehensive income. The Company may also receive a promoted interest if certain return thresholds are met. The accounting policies for the unconsolidated joint ventures in which the Company has a noncontrolling interest are the same as those for the Company.
On a periodic basis, management assesses whether there are any indicators that the value of the properties owned by the unconsolidated joint ventures may be impaired. As detailed below, management has determined that certain assets are impaired as the unconsolidated joint ventures dispose of and anticipate the potential disposition of certain properties prior to the end of their remaining useful lives.
Liberty Venture I, LP
As of December 31, 2018, the Company had a 25% interest in Liberty Venture I, LP, an entity engaged in the ownership of industrial properties in New Jersey. This joint venture is part of the Company's New Jersey reportable segment.
As of December 31, 2018, the joint venture owned 29 industrial properties totaling 4.8 million square feet. During the year ended December 31, 2018 the joint venture brought into service one industrial building totaling 302,000 square feet which is 100% occupied. The total investment for the joint venture is $21.0 million.
The Company had a receivable from Liberty Venture I, LP for $1,000 and $223,000 as of December 31, 2018 and 2017, respectively. This related party receivable is reflected as prepaid expenses and other assets in the Company's consolidated balance sheets.
The Company recognized $1.3 million, $1.6 million and $2.3 million in fees for services during the years ended December 31, 2018, 2017 and 2016, respectively.
Kings Hill Unit Trust
As of December 31, 2018, the Company had a 20% interest in Kings Hill Unit Trust, an entity engaged in the ownership of office properties in the County of Kent, United Kingdom. This joint venture is part of the Company's United Kingdom reportable segment.
As of December 31, 2018, the joint venture owned 14 office properties totaling 489,000 square feet. A cash sweep of net cash flow was required to be implemented under the mortgage loan encumbering such properties until such time as a loan-to-value milestone was satisfied. In lieu thereof, the joint venture and the bank agreed to a partial pay down of the mortgage loan in 2018.
The Company had notes receivable from Kings Hill Unit Trust for an aggregate of $4.9 million and $4.7 million as of December 31, 2018 and 2017, respectively. The note receivable bears interest at a rate of 10% and is due in November 2020. These related party receivables are reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets.
The Company had a receivable from Kings Hill Unit Trust for $15,000 and $122,000 as of December 31, 2018 and 2017, respectively. This related party receivable is reflected as prepaid expenses and other assets in the Company's consolidated balance sheets.
The Company recognized $349,000, $302,000 and $293,000 in fees for services during the years ended December 31, 2018, 2017 and 2016, respectively.
Liberty Illinois, LP
As of December 31, 2018, the Company had a 25% interest in Liberty Illinois, LP, an entity primarily engaged in the ownership of industrial properties in Illinois. This joint venture is part of the Company's Chicago/Minneapolis reportable segment.
As of December 31, 2018, the joint venture owned 12 industrial properties totaling 4.9 million square feet and 248.0 acres of developable land.
During the year ended December 31, 2016, the joint venture sold four properties containing 636,000 square feet for $32.5 million. The Company's share of gain on property dispositions was $1.0 million and is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income.
The Company had a receivable from Liberty Illinois, LP for $331,000 and $5,000 as of December 31, 2018 and 2017, respectively. This related party receivable is reflected as prepaid expenses and other assets in the Company's consolidated balance sheets.
The Company recognized $0.9 million, $0.9 million and $1.0 million in fees for services during the years ended December 31, 2018, 2017 and 2016, respectively.
56
Liberty Washington, LP
As of December 31, 2018, the Company had a 25% interest in Liberty Washington, LP, an entity engaged in the ownership of office properties in Washington, D.C. This joint venture's properties are part of the Company's DC Metro reportable segment.
As of December 31, 2018, the joint venture owned two office properties totaling 451,000 square feet.
During the year ended December 31, 2017, the Company concluded that a property owned by this joint venture had an indicator of impairment as it anticipated a shortened holding period, a major lease expiration and a significant capital investment. In addition, during 2018 the Company concluded that the property was further impaired. The 2018 impairment resulted from a decline in the Washington DC market fundamentals. The joint venture recognized impairment charges of $25.4 million and $15.9 million for the years ended December 31, 2018 and 2017, respectively. The Company's share of these impairment charges was $6.3 million and $4.0 million for the years ended December 31, 2018 and 2017, respectively. The impairment charges were related to the Company's DC Metro reportable segment and the Company's share was included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income. The Company determined these impairments based on estimated future discounted cash flows. This is a Level 3 fair value calculation.
During the year ended December 31, 2016, the joint venture sold 12 properties located in Northern Virginia containing 1.2 million square feet and 6.0 acres of land for $187.2 million.
During the year ended December 31, 2016, due to adverse conditions in the Northern Virginia office market, six properties containing 698,000 square feet were transferred to mortgage lenders in satisfaction of an aggregate of $112.5 million in nonrecourse mortgage loans that were secured by the properties. The book values of these properties had been written down to fair value in prior periods.
The Company's share of gain from property dispositions and extinguishment of debt is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income. During the year ended December 31, 2016, the Company's share of gain from extinguishment of debt was $4.2 million. The Company's share of gain on property dispositions for the year ended December 31, 2016 was $6.0 million.
The Company had a receivable from Liberty Washington, LP for $1,000 and $316,000 as of December 31, 2018 and 2017, respectively. This related party receivable is reflected as prepaid expenses and other assets in the Company's consolidated balance sheets.
The Company recognized $1.2 million, $1.1 million and $2.0 million in fees for services during the years ended December 31, 2018, 2017 and 2016, respectively.
Liberty/Comcast 1701 JFK Boulevard, LP
As of December 31, 2018, the Company had a 20% interest in Liberty/Comcast 1701 JFK Boulevard LP ("Liberty/Comcast") an entity engaged in the ownership of a 1.26 million square foot office tower in Philadelphia, Pennsylvania. This joint venture is part of the Company's Philadelphia reportable segment.
57
During the year ended December 31, 2018, this joint venture paid in full its $305.2 million mortgage loan. The payment was funded through loans from the joint venture partners in proportion to their ownership interests. The Company's portion of the loan to the joint venture was $60.8 million as of December 31, 2018 and is included in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets. The Company had a payable to this joint venture for $59,000 as of December 31, 2018 and 2017. This related party payable is reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets.
The Company had a receivable from this joint venture for $326,000 and $272,000 as of December 31, 2018 and 2017, respectively. This related party receivable is reflected in prepaid expenses and other assets in the Company's consolidated balance sheets.
The Company recognized $2.8 million, $2.7 million and $2.7 million in fees for services during the years ended December 31, 2018, 2017 and 2016, respectively.
Liberty Property 18th & Arch LP and Liberty Property 18th & Arch Hotel, LP
On June 30, 2014, the Company entered into two joint ventures for the purpose of developing and owning the Comcast Technology Center (the "Project") located in Philadelphia, Pennsylvania as part of a mixed-use development. The 60-story building includes 1.3 million square feet of leasable office space (the "Office"), which is substantially complete, and will include a 217-room Four Seasons Hotel (the "Hotel") (collectively, "Liberty Property 18th & Arch"). Project costs for the development of the Project, exclusive of tenant-funded interior improvements, are anticipated to be approximately $961.2 million. The Company's investment in the project is expected to be approximately $192.2 million with 20% ownership interests in both joint ventures. As of December 31, 2018, the Company's investment in these joint ventures was $191.4 million and is reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheet. These joint ventures are part of the Company's Philadelphia reportable segment.
During the year ended December 31, 2018, the joint venture owning the office portion of the Comcast Technology Center brought into service 250,000 square feet of office space representing a Total Investment by such joint venture of $136.1 million. During the year ended December 31, 2017, the joint venture owning the office portion of the Comcast Technology Center brought into service 1.1 million square feet of office space representing a Total Investment by such joint venture of $599.6 million. The office portion of the Project is now substantially complete. The 217-room Four Seasons hotel representing an aggregate Total Investment by the joint venture owning the hotel portion of the Comcast Technology Center of $225.5 million when completed continued to be developed by such joint venture as of December 31, 2018.
The two joint ventures have engaged the Company as the developer of the Project pursuant to a Development Agreement by which the Company agrees, in consideration for a development fee, to be responsible for all aspects of the development of the Project and to guarantee the timely lien-free completion of construction of the Project as well as the payment, subject to certain exceptions, of any cost overruns incurred in the development of the Project. To mitigate its risk, the Company entered into guaranteed maximum price contracts with a third party contractor (the "GMP Contracts") to construct the Project. The Company has been notified by its third-party contractor that the contractor has incurred cost overruns and expects to incur additional construction costs in connection with completing the Project in excess of the guaranteed maximum price payable to the contractor under the GMP Contracts, which guaranteed maximum price has been previously adjusted pursuant to accepted change orders. The Company intends to pursue all remedies to recover from the third-party contractor any amounts expended by the Company or the joint ventures in excess of their contractual obligations. However, the general contractor has generally refused to fund the additional costs, and the Company has begun to fund, and may continue to fund, cost overruns in compliance with its obligations under its development cost guarantee to the joint ventures. The Company has accrued such amounts as additional development service fee expense in its consolidated statements of comprehensive income for year ended December 31, 2018. As of December 31, 2018 and December 31, 2017, the Company had accrued $67.1 million and $5.6 million, respectively, relating to the above-described development cost guarantees which are included in other liabilities in the accompanying consolidated balance sheets. The Company is accounting for the development of the Project using the percentage of completion method. The Company recognized losses of $61.8 million and $3.5 million for the year ended December 31, 2018 and 2017, respectively, and income of $0.6 million for the year ended December 31, 2016 in developer service fee income, net of developer service fee expense and other related expenses.
In addition to the costs to comply with the Company's obligations under its development cost guarantee, claims have been asserted by the third-party contractor and certain subcontractors. There can be no assurances that amounts incurred, including as a result of such claims, will not exceed the above estimates. The Company is not able to reasonably estimate the amount of additional expenses, if any, that it may incur as a result of such claims, and accordingly any potential exposure of the Company for such claims is not included within the accrual described above. If the Company were to incur additional expenses in connection with its development cost guarantee or in connection with such claims, such amounts would be accrued when they are determined to be probable of being incurred and are reasonably estimable, and could be material to the Company’s results of operations in future
58
periods. If the Company were to subsequently recover any of the cost overruns initially funded by the Company, such recoveries would be recorded when and if realized in future periods.
The Company had a receivable from this joint venture of $1.3 million and $466,000 as of December 31, 2018 and 2017, respectively. This receivable is included in prepaid expenses and other assets in the Company's consolidated balance sheets.
During the year ended December 31, 2016, the joint venture sold three residential condominium units located on the 45th floor containing 14,700 square feet for $14.3 million. The Company's share of gain on property dispositions was $0.3 million and is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income.
The Company manages and leases the Office and Four Seasons Hotels Limited will manage the Hotel. The Company recognized $2.2 million, $230,000 and $75,000 in related fee income during the years ended December 31, 2018, 2017 and 2016, respectively.
Other Joint Ventures
As of December 31, 2018, the Company had a 50% ownership interest in three additional unconsolidated joint ventures. One of these joint ventures has seven operating properties and an investment in land held for development and is part of the Company's Florida reportable segment. Another of these joint ventures sold its real estate assets in 2016 and was part of the Company's United Kingdom reportable segment. The sales price was $13.7 million and the Company's share of the loss on sale was $6,000. This amount is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income.
One joint venture has a leasehold interest and does not operate or own operating properties and is part of the Company's United Kingdom reportable segment. The Company had a note payable due to this joint venture of $2.4 million and $2.5 million as of December 31, 2018 and 2017, respectively. The note payable is interest free and is due upon written notice from the joint venture. This related party payable is reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheets.
Additionally, as of December 31, 2018, the Company had a 20% ownership interest in an unconsolidated joint venture that owns one redevelopment property comprising 48,000 square feet for $15.0 million. This joint venture also owns one acre of developable land and is part of the Company's Philadelphia reportable segment.
The Company's share of each of the joint venture's earnings is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income.
Summary Financial Data
The condensed balance sheets as of December 31, 2018 and 2017 and condensed statements of operations for the years ended December 31, 2018, 2017 and 2016 for Liberty Venture I LP, Kings Hill Unit Trust, Liberty Illinois, LP, Liberty Washington LP, Liberty/Comcast, Liberty Property 18th & Arch, and the other unconsolidated joint ventures are as follows (in thousands):
59
Condensed Balance Sheets:
December 31, 2018 | |||||||||||||||||||||||||||||||
Liberty | Kings Hill | Liberty | Liberty | Liberty/ | Liberty Property | ||||||||||||||||||||||||||
Venture I, LP | Unit Trust | Illinois, LP | Washington, LP | Comcast | 18th & Arch (2) | Other | Total | ||||||||||||||||||||||||
Real estate assets | $ | 251,648 | $ | 144,742 | $ | 252,751 | $ | 210,732 | $ | 497,623 | $ | 688,537 | $ | 98,659 | $ | 2,144,692 | |||||||||||||||
Accumulated depreciation | (54,373 | ) | (30,554 | ) | (61,593 | ) | (15,009 | ) | (152,169 | ) | (21,160 | ) | (12,991 | ) | (347,849 | ) | |||||||||||||||
Real estate assets, net | 197,275 | 114,188 | 191,158 | 195,723 | 345,454 | 667,377 | 85,668 | 1,796,843 | |||||||||||||||||||||||
Development in progress | — | — | — | — | — | 192,568 | 7,675 | 200,243 | |||||||||||||||||||||||
Land held for development | — | — | 33,769 | — | — | — | 39,728 | 73,497 | |||||||||||||||||||||||
Other assets | 23,180 | 12,141 | 14,662 | 17,146 | 43,671 | 152,845 | 29,085 | 292,730 | |||||||||||||||||||||||
Total assets | $ | 220,455 | $ | 126,329 | $ | 239,589 | $ | 212,869 | $ | 389,125 | $ | 1,012,790 | $ | 162,156 | $ | 2,363,313 | |||||||||||||||
Debt | $ | 170,743 | $ | 84,691 | $ | 138,964 | $ | 101,532 | $ | — | $ | — | $ | 74,081 | $ | 570,011 | |||||||||||||||
Related party debt | — | 20,239 | — | — | 304,000 | — | — | 324,239 | |||||||||||||||||||||||
Other liabilities | 3,782 | 8,537 | 7,304 | 3,719 | 8,292 | 118,953 | 9,014 | 159,601 | |||||||||||||||||||||||
Equity | 45,930 | 12,862 | 93,321 | 107,618 | 76,833 | 893,837 | 79,061 | 1,309,462 | |||||||||||||||||||||||
Total liabilities and equity | $ | 220,455 | $ | 126,329 | $ | 239,589 | $ | 212,869 | $ | 389,125 | $ | 1,012,790 | $ | 162,156 | $ | 2,363,313 | |||||||||||||||
Company's net investment in unconsolidated joint ventures (1) | $ | 9,516 | $ | 6,230 | $ | 13,863 | $ | 27,020 | $ | 75,102 | $ | 191,430 | $ | 27,820 | $ | 350,981 |
December 31, 2017 | |||||||||||||||||||||||||||||||
Liberty | Kings Hill | Liberty | Liberty | Liberty/ | Liberty Property | ||||||||||||||||||||||||||
Venture I, LP | Unit Trust | Illinois, LP | Washington, LP | Comcast | 18th & Arch (2) | Other | Total | ||||||||||||||||||||||||
Real estate assets | $ | 229,600 | $ | 152,998 | $ | 252,593 | $ | 274,847 | $ | 496,210 | $ | 551,874 | $ | 98,589 | $ | 2,056,711 | |||||||||||||||
Accumulated depreciation | (48,629 | ) | (30,028 | ) | (57,444 | ) | (49,106 | ) | (138,943 | ) | (4,070 | ) | (10,995 | ) | (339,215 | ) | |||||||||||||||
Real estate assets, net | 180,971 | 122,970 | 195,149 | 225,741 | 357,267 | 547,804 | 87,594 | 1,717,496 | |||||||||||||||||||||||
Development in progress | 18,337 | — | — | — | — | 289,767 | — | 308,104 | |||||||||||||||||||||||
Land held for development | — | — | 33,500 | — | — | — | 41,075 | 74,575 | |||||||||||||||||||||||
Other assets | 20,722 | 10,957 | 16,337 | 18,566 | 49,755 | 98,191 | 24,263 | 238,791 | |||||||||||||||||||||||
Total assets | $ | 220,030 | $ | 133,927 | $ | 244,986 | $ | 244,307 | $ | 407,022 | $ | 935,762 | $ | 152,932 | $ | 2,338,966 | |||||||||||||||
Debt | $ | 166,295 | $ | 92,131 | $ | 138,869 | $ | 102,624 | $ | 305,223 | $ | — | $ | 63,999 | $ | 869,141 | |||||||||||||||
Related party debt | — | 21,435 | — | — | — | — | — | 21,435 | |||||||||||||||||||||||
Other liabilities | 4,117 | 6,621 | 7,548 | 4,954 | 9,488 | 102,982 | 8,420 | 144,130 | |||||||||||||||||||||||
Equity | 49,618 | 13,740 | 98,569 | 136,729 | 92,311 | 832,780 | 80,513 | 1,304,260 | |||||||||||||||||||||||
Total liabilities and equity | $ | 220,030 | $ | 133,927 | $ | 244,986 | $ | 244,307 | $ | 407,022 | $ | 935,762 | $ | 152,932 | $ | 2,338,966 | |||||||||||||||
Company's net investment in unconsolidated joint ventures (1) | $ | 10,425 | $ | 6,100 | $ | 14,980 | $ | 34,107 | $ | 17,307 | $ | 177,843 | $ | 27,694 | $ | 288,456 |
60
Condensed Statements of Operations:
Year Ended December 31, 2018 | |||||||||||||||||||||||||||||||
Liberty | Kings Hill Unit | Liberty | Liberty | Liberty/ | Liberty Property | ||||||||||||||||||||||||||
Venture I, LP | Trust | Illinois, LP | Washington, LP | Comcast | 18th & Arch (2) | Other (3) | Total | ||||||||||||||||||||||||
Total revenue | $ | 30,310 | $ | 13,925 | $ | 24,729 | $ | 25,713 | $ | 71,389 | $ | 74,309 | $ | 14,563 | $ | 254,938 | |||||||||||||||
Operating expense | (7,947 | ) | (5,150 | ) | (7,874 | ) | (9,496 | ) | (32,404 | ) | (20,240 | ) | (4,373 | ) | (87,484 | ) | |||||||||||||||
Interest | (6,184 | ) | (2,713 | ) | (4,771 | ) | (4,418 | ) | (425 | ) | — | (3,403 | ) | (21,914 | ) | ||||||||||||||||
Related party interest | — | — | — | — | (13,418 | ) | — | (13,418 | ) | ||||||||||||||||||||||
Depreciation and amortization | (7,747 | ) | (3,577 | ) | (7,014 | ) | (5,513 | ) | (14,285 | ) | (17,184 | ) | (2,902 | ) | (58,222 | ) | |||||||||||||||
Other income (expense) | (16 | ) | (196 | ) | (56 | ) | (68 | ) | (436 | ) | (3,982 | ) | 11,265 | 6,511 | |||||||||||||||||
Gain (loss) on sale/impairment | — | — | — | (25,389 | ) | — | — | — | (25,389 | ) | |||||||||||||||||||||
Net income (loss) | $ | 8,416 | $ | 2,289 | $ | 5,014 | $ | (19,171 | ) | $ | 10,421 | $ | 32,903 | $ | 15,150 | $ | 55,022 | ||||||||||||||
Company's equity in earnings (loss) of unconsolidated joint ventures | $ | 2,540 | $ | 602 | $ | 1,752 | $ | (4,189 | ) | $ | 5,499 | $ | 7,126 | $ | 8,052 | $ | 21,382 |
Year Ended December 31, 2017 | |||||||||||||||||||||||||||||||
Liberty | Kings Hill Unit | Liberty | Liberty | Liberty/ | Liberty Property | ||||||||||||||||||||||||||
Venture I, LP | Trust | Illinois, LP | Washington, LP | Comcast | 18th & Arch (2) | Other (3) | Total | ||||||||||||||||||||||||
Total revenue | $ | 31,079 | $ | 12,976 | $ | 23,711 | $ | 25,439 | $ | 65,372 | $ | 16,544 | $ | 11,118 | $ | 186,239 | |||||||||||||||
Operating expense | (8,101 | ) | (4,756 | ) | (7,989 | ) | (9,147 | ) | (26,474 | ) | (3,417 | ) | (3,365 | ) | (63,249 | ) | |||||||||||||||
Interest | (5,801 | ) | (2,329 | ) | (5,882 | ) | (4,065 | ) | (19,411 | ) | — | (2,807 | ) | (40,295 | ) | ||||||||||||||||
Depreciation and amortization | (7,598 | ) | (3,238 | ) | (6,918 | ) | (5,926 | ) | (14,485 | ) | (4,077 | ) | (2,124 | ) | (44,366 | ) | |||||||||||||||
Other income (expense) | (100 | ) | (4 | ) | (71 | ) | (65 | ) | (325 | ) | (547 | ) | 15,549 | 14,437 | |||||||||||||||||
Gain (loss) on sale/impairment | — | — | — | (15,910 | ) | — | 30 | — | (15,880 | ) | |||||||||||||||||||||
Net income (loss) | $ | 9,479 | $ | 2,649 | $ | 2,851 | $ | (9,674 | ) | $ | 4,677 | $ | 8,533 | $ | 18,371 | $ | 36,886 | ||||||||||||||
Company's equity in earnings (loss) of unconsolidated joint ventures | $ | 2,914 | $ | 660 | $ | 2,118 | $ | (1,941 | ) | $ | 1,659 | $ | 1,782 | $ | 9,963 | $ | 17,155 |
Year Ended December 31, 2016 | |||||||||||||||||||||||||||||||
Liberty | Kings Hill Unit | Liberty | Liberty | Liberty/ | Liberty Property | ||||||||||||||||||||||||||
Venture I, LP | Trust | Illinois, LP | Washington, LP | Comcast | 18th & Arch (2) | Other (3) | Total | ||||||||||||||||||||||||
Total revenue | $ | 25,149 | $ | 11,926 | $ | 26,599 | $ | 39,727 | $ | 65,587 | $ | — | $ | 9,888 | $ | 178,876 | |||||||||||||||
Operating expense | (6,835 | ) | (4,854 | ) | (9,961 | ) | (15,935 | ) | (26,761 | ) | (280 | ) | (2,801 | ) | (67,427 | ) | |||||||||||||||
Interest | (4,182 | ) | (2,554 | ) | (7,243 | ) | (10,866 | ) | (19,737 | ) | — | (2,462 | ) | (47,044 | ) | ||||||||||||||||
Depreciation and amortization | (6,375 | ) | (3,557 | ) | (7,589 | ) | (10,750 | ) | (14,513 | ) | — | (1,925 | ) | (44,709 | ) | ||||||||||||||||
Other income (expense) | 50 | (77 | ) | 64 | 257 | (213 | ) | 1,270 | 7,123 | 8,474 | |||||||||||||||||||||
Gain (loss) on sale/impairment | — | — | 4,068 | 40,943 | — | — | (11 | ) | 45,000 | ||||||||||||||||||||||
Net income (loss) | $ | 7,807 | $ | 884 | $ | 5,938 | $ | 43,376 | $ | 4,363 | $ | 990 | $ | 9,812 | $ | 73,170 | |||||||||||||||
Company's equity in earnings (loss) of unconsolidated joint ventures | $ | 2,332 | $ | 275 | $ | 2,065 | $ | 10,857 | $ | 1,594 | $ | 213 | $ | 4,634 | $ | 21,970 |
(1) | Differences between the Company's net investment in unconsolidated joint ventures and its underlying equity in the net assets of the venture are primarily a result of impairments related to the Company's investment in unconsolidated joint ventures, the deferral of gains associated with the sales of properties to joint ventures in which the Company retains an ownership interest and loans made to the joint ventures by the Company. These adjustments have resulted in an aggregate difference reducing the Company's investments in unconsolidated joint ventures by $65.4 million and $3.0 million as of December 31, 2018 and 2017, respectively. Differences between historical cost basis and the basis reflected at the joint venture level (other than loans) are typically depreciated over the life of the related asset. |
(2) | Represents the combined results two joint ventures related to the property at 18th and Arch Streets, Philadelphia. |
(3) | Other income/(expense) for this group of joint ventures reflects gains related to the sales of land leasehold interests totaling $11.5 million, $16.0 million and $7.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
61
8. DEFERRED FINANCING AND LEASING COSTS
Deferred financing and leasing costs were comprised of the following as of December 31, 2018 and 2017 (in thousands):
December 31, | |||||||
2018 | 2017 | ||||||
Deferred financing costs | $ | 19,598 | $ | 17,044 | |||
Deferred leasing costs | 189,178 | 160,759 | |||||
Market value intangible | 18,071 | 18,802 | |||||
Origination value intangible | 96,529 | 90,116 | |||||
323,376 | 286,721 | ||||||
Accumulated amortization: | |||||||
Deferred financing costs | 13,217 | 11,002 | |||||
Deferred leasing costs | 81,291 | 65,935 | |||||
Market value intangible | 14,611 | 14,324 | |||||
Origination value intangible | 56,434 | 59,719 | |||||
165,553 | 150,980 | ||||||
Deferred financing and leasing costs, net | $ | 157,823 | $ | 135,741 |
Amortization of deferred financing costs was $3.8 million, $3.8 million and $4.0 million for the years ended December 31, 2018, 2017 and 2016, respectively. Amortization of deferred leasing costs and origination value intangible was $30.0 million, $31.6 million and $37.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.
As of December 31, 2018, the remaining weighted-average amortization period was 2.1 years for market value intangible and 4.2 years for origination value intangible.
The table above includes market value intangible assets. There were also $11.2 million and $9.6 million of unamortized market value intangible liabilities as of December 31, 2018 and 2017, respectively. These liabilities are included as other liabilities in the accompanying consolidated balance sheets of the Company. Amortization of the aggregate asset and liability for market value intangible was income of $45,000 for the year ended December 31, 2018 and expense of $1.3 million and $1.6 million for the years ended December 31, 2017, and 2016, respectively. The amount for the year ended December 31, 2018 was an increase in rental revenue and the amounts for the years ended December 31, 2017 and 2016 were included as a decrease in rental revenue in the accompanying consolidated statements of comprehensive income.
The aggregate amortization of net market value intangible assets and liabilities is a decrease (increase) in rental revenue over the next five years and thereafter as follows (in thousands):
2019 | $ | (435 | ) |
2020 | (1,224 | ) | |
2021 | (1,128 | ) | |
2022 | (1,177 | ) | |
2023 | (638 | ) | |
Thereafter | (3,121 | ) | |
Total | $ | (7,723 | ) |
The aggregate amortization expense for origination value intangible asset for the next five years and thereafter is as follows (in thousands):
2019 | $ | 12,345 | |
2020 | 7,674 | ||
2021 | 6,315 | ||
2022 | 4,063 | ||
2023 | 2,498 | ||
Thereafter | 7,200 | ||
Total | $ | 40,095 |
62
9. INDEBTEDNESS
Overview
Indebtedness consists of mortgage loans, unsecured notes, and borrowings under the Company's Credit Facilities (see below). The weighted average interest rates for the years ended December 31, 2018, 2017 and 2016 were 3.8%, 3.8% and 4.3%, respectively. Interest costs during the years ended December 31, 2018, 2017 and 2016 in the amount of $24.5 million, $21.0 million and $24.1 million, respectively, were capitalized. Cash paid for interest for the years ended December 31, 2018, 2017 and 2016 was $118.4 million, $111.8 million and $142.7 million, respectively.
The Company is subject to financial covenants contained in some of its debt agreements, the most restrictive of which are detailed below under the heading "Credit Facilities." As of December 31, 2018, the Company was in compliance with all financial and non-financial covenants.
The scheduled principal amortization and maturities of the Company's mortgage loans, unsecured notes outstanding and the Credit Facilities (as defined below) and the related weighted average interest rates at December 31, 2018 are as follows (in thousands, except percentages):
Weighted | |||||||||||||||||||||||
Mortgages | Average | ||||||||||||||||||||||
Principal | Principal | Unsecured | Credit | Interest | |||||||||||||||||||
Amortization | Maturities | Notes | Facilities | Total | Rate | ||||||||||||||||||
2019 | $ | 6,504 | $ | 50,043 | $ | — | $ | — | $ | 56,547 | 4.0 | % | |||||||||||
2020 | 3,539 | 67,361 | 350,000 | — | 420,900 | 4.7 | % | ||||||||||||||||
2021 | 2,504 | 65,009 | — | 411,846 | 479,359 | 3.5 | % | ||||||||||||||||
2022 | 2,172 | — | 400,000 | — | 402,172 | 4.1 | % | ||||||||||||||||
2023 | 2,281 | — | 300,000 | — | 302,281 | 3.4 | % | ||||||||||||||||
2024 | 2,395 | — | 450,000 | — | 452,395 | 4.4 | % | ||||||||||||||||
2025 | 2,503 | — | 400,000 | — | 402,503 | 3.8 | % | ||||||||||||||||
2026 | 2,494 | 1,946 | 400,000 | — | 404,440 | 3.3 | % | ||||||||||||||||
2027 | 2,617 | — | — | — | 2,617 | 4.8 | % | ||||||||||||||||
2028 and thereafter | 17,183 | 165,229 | — | — | 182,412 | 2.9 | % | ||||||||||||||||
Subtotal | $ | 44,192 | $ | 349,588 | $ | 2,300,000 | $ | 411,846 | $ | 3,105,626 | 3.8 | % | |||||||||||
Reconciling items (1) | 1,422 | — | (14,302 | ) | — | (12,880 | ) | ||||||||||||||||
Total for consolidated balance sheet | $ | 45,614 | $ | 349,588 | $ | 2,285,698 | $ | 411,846 | $ | 3,092,746 |
(1) | Includes deferred financing costs, premium/discount and market adjustments. |
Mortgage Loans and Unsecured Notes
Mortgage loans with maturities ranging from 2019 to 2033 were collateralized by and in some instances cross-collateralized by properties with a net book value of $478.7 million as of December 31, 2018.
The interest rates on $2,693.8 million of mortgage loans (including $66.8 million fixed via a swap arrangement - see Footnote 20 - Derivative Instruments) and unsecured notes are fixed and range from 2.6% to 4.8%. The weighted average remaining term for the mortgage loans and unsecured notes is 5.1 years.
63
Credit Facilities
The Company has maintained an unsecured credit facility throughout 2016, 2017 and 2018. During that period the Company has replaced, restated and amended its credit facility. This activity has resulted in changes to borrowing capacity, due dates, borrowing costs and covenant calculations. As replaced, restated and amended these credit facilities are referred to below as the "Credit Facility." The Credit Facility includes a revolving credit facility for aggregate borrowings of $800 million and a delayed draw term loan facility for aggregate borrowings of $100 million. The interest rate on borrowings under the Credit Facility fluctuates based upon ratings from Moody’s Investors Service, Inc., Standard and Poor’s Ratings Group and Fitch, Inc. Based on the Company's ratings as of December 31, 2018, borrowings under the revolving credit facility currently bear interest at LIBOR plus 0.875% and the delayed draw term loan facility bear interest at LIBOR plus 0.95%. The revolving credit facility also contains an annual facility fee, the rate of which is currently 0.15% of the aggregate loan commitments. The Credit Facility provides for the interest rate and facility fee rate to be adjusted up or down based on changes in the credit ratings on the Company's senior unsecured debt. The Credit Facility expires in October 2021 and has two extensions for six months each at the Company's option, subject to the payment of a stated fee. The Credit Facility contains a competitive bid option, whereby participating lenders bid on the interest rate to be charged. This feature is available for up to 50% of the amount of the revolving credit facility. There were $310.0 million borrowings outstanding under the revolving credit facility and $100.0 million borrowings under the delayed draw term loan facility as of December 31, 2018. As of December 31, 2018, letters of credit to third parties totaling $8.3 million had been issued for the account of the Company under this Credit Facility. The Credit Facility contains financial covenants, certain of which are set forth below:
• | total debt to total assets may not exceed 0.60:1; |
• | adjusted earnings before interest, taxes, depreciation and amortization to fixed charges may not be less than 1.50:1; |
• | unsecured debt to unencumbered asset value must equal or be less than 60% |
• | secured debt to total asset value must equal or be less than 35%; and |
• | unencumbered adjusted net operating income to unsecured interest expense must equal or exceed 175%. |
In October 2017, the Company entered into a credit agreement for a working capital facility for aggregate borrowings of up to $30 million. This facility has the same maturity date, facility fee, covenants and interest rate borrowing terms as the revolving credit facility described above. There were $1.8 million in borrowings outstanding under the working capital facility as of December 31, 2018.
Activity
In September 2016, the Company issued $400 million of 3.25% senior unsecured notes due 2026. The Company used a substantial portion of the net proceeds from these notes and the proceeds from asset sales to prepay its 5.5% senior notes due December 2016 in the amount of $300 million, its 6.625% senior notes due October 2017 in the amount of $296.5 million and its 7.5% medium term notes due January 2018 in the amount of $100.0 million. This prepayment resulted in a $27.1 million loss on debt extinguishment.
In October 2017, the Company replaced its existing $800 million Credit Facility with a new $800 million revolving credit facility and a $100 million delayed draw term loan facility. Additionally, the Company entered into a working capital facility for aggregate borrowings of up to $30 million.
In December 2018, the Company entered into a £129.5 million mortgage loan secured by properties in the Company's United Kingdom reportable segment at an interest rate of 2.64%.
In January 2019, the Company issued $350 million of 4.375% senior unsecured notes due 2029. The Company used the proceeds to pay down its revolving credit facilities. See Note 22 - Subsequent Events.
64
10. LEASING ACTIVITY
Future minimum rental payments due from tenants under noncancelable operating leases as of December 31, 2018 are as follows (in thousands):
2019 | $ | 499,382 | ||
2020 | 449,258 | |||
2021 | 381,385 | |||
2022 | 313,556 | |||
2023 | 244,783 | |||
Thereafter | 1,059,713 | |||
Total | $ | 2,948,077 |
In addition to minimum rental payments, most leases require the tenants to pay for their pro rata share of specified operating expenses. These payments are included as operating expense reimbursement in the accompanying consolidated statements of comprehensive income.
11. NONCONTROLLING INTEREST - OPERATING PARTNERSHIP / LIMITED PARTNERS' EQUITY - PREFERRED UNITS
As of December 31, 2018, the Company had outstanding the following cumulative preferred units of the Operating Partnership:
ISSUE | AMOUNT | UNITS | LIQUIDATION PREFERENCE | DIVIDEND RATE | ||||||||
(in 000’s) | ||||||||||||
Series I-2 | $ | 7,537 | 301 | $25 | 6.25 | % |
The preferred units are putable at the holder's option at any time and are callable at the Operating Partnership's option after a stated period of time for cash.
Preferred distributions related to the Series I units were $472,000 for each of the years ended December 31, 2018, 2017 and 2016.
12. SHAREHOLDERS' EQUITY - TRUST
Common Shares
The Company paid to holders of its common shares and holders of its common units distributions of $241.8 million, $252.3 million and $285.9 million during the years ended December 31, 2018, 2017 and 2016, respectively. On a per share basis, the Company paid common share and common unit distributions of $1.60, $1.675 and $1.90 during the years ended December 31, 2018, 2017 and 2016, respectively.
The following unaudited table summarizes the taxability of common share distributions (taxability for 2018 is estimated):
2018 | 2017 | 2016 | ||||||||||
Ordinary dividend | $ | 1.3676 | $ | 1.5369 | $ | 1.0319 | ||||||
Qualified dividend | — | 0.0150 | 0.0013 | |||||||||
Capital gain - 20% | 0.0928 | 0.0482 | — | |||||||||
IRC Sec 1250 unrecaptured gain - 25% | 0.1396 | 0.0749 | 0.6176 | |||||||||
Return of capital | — | — | 0.2492 | |||||||||
Total | $ | 1.6000 | $ | 1.6750 | $ | 1.9000 |
The Company's tax return for the year ended December 31, 2018 has not been filed. The taxability information presented for the 2018 distributions is based upon the best available data at the time of this filing. In addition, certain of the Company's prior federal income tax returns may still be subject to examination by various taxing authorities. Because the application of tax laws and regulations is susceptible to varying interpretations, the taxability of distributions being reported here could be changed at a later date as a result of an examination and final determination by such taxing authorities.
65
Common units
The common units of the Operating Partnership not held by the Trust outstanding as of December 31, 2018 have the same economic characteristics as common shares of the Trust. The 3,520,205 outstanding common units of the Operating Partnership not held by the Trust share proportionately in the net income or loss and in any distributions of the Operating Partnership. The common units of the Operating Partnership not held by the Trust are redeemable at any time at the option of the holder. The Trust, as the sole general partner of the Operating Partnership, may at its option elect to settle the redemption in cash or through the exchange on a one-for-one basis with unregistered common shares of the Trust. The market value of the 3,520,205 outstanding common units based on the closing price of the common shares of the Company at December 31, 2018 was $147.4 million.
No common units were issued in connection with acquisitions during 2018, 2017 or 2016.
Dividend Reinvestment and Share Purchase Plan
The Company has a Dividend Reinvestment and Share Purchase Plan under which holders of common shares may elect to automatically reinvest their distributions in additional common shares and may make optional cash payments for additional common shares. The Company may issue additional common shares or repurchase common shares in the open market for purposes of satisfying its obligations under the Dividend Reinvestment and Share Purchase Plan. During the years ended December 31, 2018, 2017, and 2016, 36,807, 42,366, and 56,426 common shares, respectively, were issued through the Dividend Reinvestment and Share Purchase Plan. The Company used the proceeds to pay down outstanding borrowings under the Company's Credit Facility and for general corporate purposes.
Continuous Equity Offering
The Company has a continuous equity offering program in place for up to $200 million of equity, of which $125.0 million remains available. The Company did not sell any common shares pursuant to its continuous equity offering program during 2018, 2017 or 2016.
Noncontrolling Interest - Consolidated Joint Ventures
Noncontrolling interest - consolidated joint ventures includes third-party ownership interests in consolidated joint venture investments.
Share Repurchase
In September 2017, the Company’s Board of Trustees authorized a share repurchase plan under which the Company may purchase up to $250 million of the Company’s outstanding common shares through September 2019. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions from time to time as permitted by securities laws and other legal requirements.
During the year ended December 31, 2016, the Company purchased an aggregate of 1.4 million common shares for $40.9 million as part of a previously authorized share repurchase plan. There were no share repurchases under this plan or the current plan in 2017 or 2018.
13. OWNERS' EQUITY - OPERATING PARTNERSHIP
Common Units
General and limited partners' equity - common units relates to limited partnership interests of the Operating Partnership issued in connection with the formation of the Operating Partnership and certain subsequent acquisitions. The common units outstanding as of December 31, 2018 have the same economic characteristics as common shares of the Trust. The 3,520,205 outstanding common units are the limited partners' equity - common units held by persons and entities other than the Trust, the general partner of the Operating Partnership, which holds a number of common units equal to the number of outstanding common shares of beneficial interest. Both the common units held by the Trust and the common units held by persons and entities other than the Trust are counted in the weighted average number of common units outstanding during any given period. The 3,520,205 outstanding common units share proportionately in the net income or loss and in any distributions of the Operating Partnership and are exchangeable into the same number of common shares of the Trust. The market value of the 3,520,205 outstanding common units at December 31, 2018 based on the closing price of the common shares of the Company at December 31, 2018 was $147.4 million.
No common units were issued in connection with acquisitions during 2018, 2017 or 2016.
66
Dividend Reinvestment and Share Purchase Plan
The Company has a Dividend Reinvestment and Share Purchase Plan under which holders of common shares may elect to automatically reinvest their distributions in additional common shares and may make optional cash payments for additional common shares. The Company may issue additional common shares or repurchase common shares in the open market for purposes of satisfying its obligations under the Dividend Reinvestment and Share Purchase Plan. During the years ended December 31, 2018, 2017, and 2016, 36,807, 42,366, and 56,426 common shares, respectively, were issued through the Dividend Reinvestment and Share Purchase Plan. A corresponding number of common units were issued by the Operating Partnership. The Company used the proceeds to pay down outstanding borrowings under the Company's existing credit facility and for general corporate purposes.
Noncontrolling Interest - Consolidated Joint Ventures
Noncontrolling interest - consolidated joint ventures includes third-party ownership interests in consolidated joint venture investments.
Share Repurchase
In September 2017, the Company’s Board of Trustees authorized a share repurchase plan under which the Company may purchase up to $250 million of the Company’s outstanding common shares through September 2019. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions from time to time as permitted by securities laws and other legal requirements.
During the year ended December 31, 2016, the Company purchased an aggregate of 1.4 million common shares for $40.9 million as part of a previously authorized share repurchase plan. In connection with these repurchases, an equal number of common units were repurchased by the Operating Partnership from the Trust. There were no share repurchases under this plan or the current plan in 2017 or 2018.
14. EMPLOYEE BENEFIT PLANS
The Company maintains a 401(k) plan for the benefit of its employees. The Company matches the employees' contributions up to 3% of the employees' salary and may also make annual discretionary contributions. Total 401(k) expense recognized by the Company was $784,000, $755,000 and $874,000 for the years ended December 31, 2018, 2017 and 2016, respectively.
15. SHARE-BASED COMPENSATION
Compensation Plans
The Company has a share-based compensation plan (the "Plan") which is utilized to compensate key employees and non-employee trustees. The plan was last amended and restated in 2014. Pursuant to the Plan, grants of stock options, restricted shares and restricted stock units have been made. The Company has authorized the grant of shares and options under the Plan of up to 21.1 million common shares of the Company.
The Company capitalized $1.0 million, $1.1 million and $1.2 million in share-based compensation costs for the years ended December 31, 2018, 2017, and 2016, respectively.
Options
All options granted have a term of ten years and most options vest and are expensed over three years, with options to purchase up to 20% of the shares exercisable after the first anniversary, up to 50% after the second anniversary and 100% after the third anniversary of the date of grant.
Share-based compensation cost related to options for the years ended December 31, 2018, 2017 and 2016 was $12,000, $73,000 and $165,000, respectively.
A summary of the Company's share option activity and related information for the year ended December 31, 2018 follows:
67
Options (000s) | Weighted Average Exercise Price | ||||||
Outstanding January 1, 2018 | 1,581 | $ | 34.97 | ||||
Exercised | (151 | ) | 32.83 | ||||
Outstanding December 31, 2018 | 1,430 | $ | 35.20 | ||||
Exercisable at December 31, 2018 | 1,430 | $ | 35.20 |
No new options were granted during the years ended December 31, 2018, 2017 and 2016. Exercise prices for options outstanding as of December 31, 2018 ranged from $20.32 to $39.59. At December 31, 2018, the weighted average remaining contractual life of the options outstanding and exercisable was 4.0 years.
During the years ended December 31, 2018, 2017 and 2016, the total intrinsic value of share options exercised (the difference between the market price at exercise and the price paid by the individual to exercise the option) was $1.4 million, $1.4 million and $3.5 million, respectively. As of December 31, 2018, 1.4 million options outstanding and exercisable had an exercise price lower than the closing price of the Company's common shares. The aggregate intrinsic value of these options was $9.6 million at that date. The total cash received from the exercise of options for the years ended December 31, 2018, 2017 and 2016 was $5.0 million, $6.7 million and $14.4 million, respectively.
As of December 31, 2018, there were no unrecognized compensation costs related to nonvested options granted under the Plan.
Long Term Incentive Shares ("LTI")
During January 2018, 2017 and 2016, restricted LTI share grants made under the Plan were valued at the grant date fair value, which is the market price of the underlying common shares. LTI share grants after February 2017 were valued at the average closing price of the Company's shares for the trading days included within the 30-calendar-day period prior to and including the date of grant. The shares vest over either three years or five years beginning with the first anniversary of the grant and subject to certain accelerated vesting due to the age and years of service of certain employees.
During 2018, 2017 and 2016, the Company granted restricted stock units to the executive officers pursuant to the Plan.
For the chief executive officer's 2016 and 2017 awards, a portion of the restricted stock units will vest up to 272% at the end of three years. For the chief executive officer's 2018 award, a portion of the restricted stock units will vest up to 250% at the end of three years. For the other executives, for awards in 2016, 2017 and 2018 a portion of the restricted stock units will vest up to 200% at the end of three years. A portion ("First Portion") of the award vests based on how the Company's total return compares to the average total returns of a selected group of peer companies. The grant date fair value of the First Portion was calculated based on a Monte Carlo simulation model and was determined to be 149%, 132% and 174% of the market value of a common share as of the grant date ("Market Value") for the chief executive officer and 125%, 105% and 136% of the Market Value for the other executives for the 2018, 2017 and 2016 grants, respectively. A separate grant was made to the Company's Chief Financial Officer in 2016 when he joined the Company, and the grant date fair value of this award's First Portion was determined to be 160% of the Market Value as of the grant date. The First Portion is amortized over the respective three years subject to certain accelerated vesting due to the age and years of service of certain executive officers.
For the 2016 and 2017 awards, the second portion of the award for the executive officers, other than the Chief Financial Officer's 2016 award, vests at the end of three years based on continued employment. The second portion of the Chief Financial Officer's award vests ratably over three years. For the 2017 award, the second portion of the award for the executive officers vests at the end of three years based on continued employment.
The key assumptions used in the Monte Carlo simulations are as follows:
Year Ended December 31, | |||||
2018 | 2017 | 2016 | |||
Risk-free interest rate | 2.39% | 1.43% | 1.01% | ||
Volatility | 19% | 20% | 19% |
The volatility factor is based on the Company's historical daily share prices.
Share-based compensation cost related to restricted LTI share grants for the years ended December 31, 2018, 2017 and 2016 was $11.1 million, $11.3 million and $12.2 million, respectively.
68
The Company's restricted LTI share activity for the year ended December 31, 2018 is as follows:
Shares (000s) | Weighted Avg. Grant Date Fair value | ||||||
Nonvested at January 1, 2018 | 775 | $ | 36.43 | ||||
Granted | 343 | 39.89 | |||||
Vested | (292 | ) | 36.29 | ||||
Forfeited | (44 | ) | 37.85 | ||||
Nonvested at December 31, 2018 | 782 | $ | 37.92 |
The weighted average fair value of restricted shares granted during the years ended December 31, 2018, 2017 and 2016 was $39.89, $39.93 and $32.48 per share, respectively. As of December 31, 2018, there was $8.4 million of total unrecognized compensation cost related to nonvested shares granted under the Plan. That cost is expected to be recognized over a weighted average period of 1.2 years. The total fair value of restricted shares vested during the years ended December 31, 2018, 2017 and 2016 was $10.6 million, $11.7 million and $9.0 million, respectively.
Bonus Shares
During the years ended December 31, 2018, 2017 and 2016, the Plan provided that employees of the Company could elect to receive bonuses or commissions in the form of common shares in lieu of cash ("Bonus Shares"). By making such election, the employee received shares equal to 120% of the cash value of the bonus or commission, for up to $50,000 of such bonus or commission, and 100% thereof for amounts exceeding $50,000, in each case reduced by applicable withholding tax. Bonus Shares issued for the years ended December 31, 2018, 2017 and 2016 were 41,620, 51,416 and 140,376, respectively. Share-based compensation cost related to Bonus Shares for the years ended December 31, 2018, 2017 and 2016 was $1.7 million, $2.0 million and $4.7 million, respectively.
Profit Sharing
The Plan provides that employees of the Company, below the officer level, may receive up to 5% of base pay in the form of cash contributions to an investment account depending on Company performance. Compensation cost related to the profit sharing plan for the years ended December 31, 2018, 2017 and 2016 was $706,000, $730,000 and $669,000, respectively.
Remaining Reserved Common Shares under the Plan
An additional 4,653,912, 5,049,687 and 5,264,285 common shares were reserved for issuance for future grants under the Plan at December 31, 2018, 2017 and 2016, respectively.
Employee Share Purchase Plan
The Company registered 750,000 common shares under the Securities Act of 1933, as amended, in connection with an employee share purchase plan ("ESPP"). The ESPP enables eligible employees to purchase shares of the Company, in amounts up to 10% of the employee's salary, at a 15% discount to fair market value. There were 7,475, 10,410 and 11,022 shares issued, in accordance with the ESPP, during the years ended December 31, 2018, 2017 and 2016, respectively. Share-based compensation cost related to the ESPP for the years ended December 31, 2018, 2017 and 2016 was $87,502, $80,000 and $122,000, respectively.
16. COMMITMENTS AND CONTINGENCIES
Environmental Matters
Substantially all of the Company's properties and land were subject to Phase I Environmental Assessments and when appropriate Phase II Environmental Assessments (collectively, the “Environmental Assessments”) obtained in contemplation of their acquisition by the Company or obtained by predecessor owners prior to the sale of the property or land to the Company. The Environmental Assessments did not reveal, nor is the Company aware of, any non-compliance with environmental laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company.
69
Operating Ground Lease Agreements
Future minimum rental payments under the terms of all non-cancelable operating ground leases under which the Company is the lessee, as of December 31, 2018, were as follows (in thousands):
Year | Amount | ||
2019 | $ | 961 | |
2020 | 961 | ||
2021 | 961 | ||
2022 | 961 | ||
2023 | 961 | ||
2024 though 2067 | 34,194 | ||
Total | $ | 38,999 |
Operating ground lease expense incurred by the Company during the years December 31, 2018, 2017 and 2016 totaled $1.5 million, $0.1 million and $1.0 million, respectively.
Legal Matters
From time to time, the Company is a party to a variety of legal proceedings, claims and assessments arising in the normal course of business. The Company believes that as of December 31, 2018 there were no legal proceedings, claims or assessments expected to have a material adverse effect on the Company’s business or financial statements.
Other
As of December 31, 2018, the Company had letter of credit obligations of $8.3 million related to development requirements. The Company believes that it is remote that there will be a draw upon these letter of credit obligations.
As of December 31, 2018, the Company had 29 buildings under development. These buildings are expected to contain a total of 8.2 million square feet of leaseable space and represent an anticipated aggregate investment of $735.0 million. At December 31, 2018, Development in Progress totaled $462.6 million. In addition, as of December 31, 2018, the Company had invested $13.2 million in deferred leasing costs related to these development buildings.
As of December 31, 2018, the Company was committed to $13.0 million in improvements on certain buildings and land parcels.
As of December 31, 2018, the Company was obligated to pay for tenant improvements not yet completed for a maximum of $17.8 million.
As of December 31, 2018, the Company was committed to $49.5 million in future land purchases which it expects to complete during the year ended December 31, 2019.
As of December 31, 2018, the Company was developing two buildings for its unconsolidated joint ventures which represented an anticipated aggregate investment by the joint ventures of $235.8 million.
Two unconsolidated joint ventures in which the Company holds an interest have engaged the Company as the developer of the Comcast Technology Center (the “Project") pursuant to a Development Agreement by which the Company agrees, in consideration for a development fee, to be responsible for all aspects of the development of the Project and to guarantee the timely lien-free completion of construction of the Project as well as the payment, subject to certain exceptions, of any cost overruns incurred in the development of the Project. To mitigate its risk, the Company entered into guaranteed maximum price contracts with a third party contractor (the "GMP Contracts") to construct the Project. As discussed in Note 7, the Company has been notified by its third-party contractor that the contractor has incurred cost overruns and expects to incur additional construction costs in connection with completing the Project in excess of the guaranteed maximum price payable to the contractor under the GMP Contracts, which guaranteed maximum price has been previously adjusted pursuant to accepted change orders. The Company intends to pursue all remedies to recover from the third-party contractor any amounts expended by the Company or the joint ventures in excess of their contractual obligations. However, the general contractor has generally refused to fund these additional costs, and the Company has begun to fund and may continue to fund cost overruns in compliance with its obligations under its development cost guarantee to the joint ventures. As of December 31, 2018 and December 31, 2017, the Company had accrued $67.3 million and $5.6 million, respectively, relating to the above-described development cost guarantees which are included in other liabilities in the accompanying consolidated balance sheets.
70
In addition to the costs to comply with the Company's obligations under its development cost guarantee, claims have been asserted by the third-party contractor and certain subcontractors. There can be no assurances that amounts incurred, including as a result of such claims, will not exceed the above estimates. The Company is not able to reasonably estimate the amount of additional expenses, if any, that it may incur as a result of such claims, and accordingly any potential exposure of the Company for such claims is not included within the accrual described above. If the Company were to incur additional expenses in connection with its development cost guarantee or in connection with such claims, such amounts would be accrued when they are determined to be probable of being incurred and are reasonably estimable, and could be material to the Company’s results of operations in future periods. If the Company were to subsequently recover any of the cost overruns initially funded by the Company, such recoveries would be recorded when and if realized in future periods.
As of December 31, 2018, the Company was also committed to approximately $170.9 million in costs related to its agreement to develop, on a fee basis, an office building and infrastructure improvements for American Water Works in Camden, New Jersey. As of December 31, 2018, $159.2 million of these costs had been incurred.
The Company maintains cash and cash equivalents at financial institutions. The combined account balances at each institution typically exceed FDIC insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes the risk is not significant.
17. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
A summary of quarterly results of operations for the years ended December 31, 2018 and 2017 follows (in thousands, except for per share data):
QUARTER ENDED | ||||||||||||||||||||||||||||||||
DEC. 31, | SEPT. 30, | JUNE 30, | MAR. 31, | DEC. 31, | SEPT. 30, | JUNE 30, | MAR. 31, | |||||||||||||||||||||||||
2018 | 2018 | 2018 | 2018 | 2017 | 2017 | 2017 | 2017 | |||||||||||||||||||||||||
Total revenue | $ | 171,016 | $ | 161,286 | $ | 165,931 | $ | 171,727 | $ | 172,101 | $ | 163,561 | $ | 153,967 | $ | 146,838 | ||||||||||||||||
Income from continuing operations | 54,631 | 44,873 | 8,157 | 41,125 | 105,645 | 54,516 | 41,500 | 34,078 | ||||||||||||||||||||||||
Discontinued operations | 119,286 | 109,198 | 12,733 | 102,600 | 26,179 | 6,643 | 11,318 | 10,166 | ||||||||||||||||||||||||
Net income | 173,917 | 154,071 | 20,890 | 143,725 | 131,824 | 61,159 | 52,818 | 44,244 | ||||||||||||||||||||||||
Income per common share - basic (1) | 1.15 | 1.02 | 0.13 | 0.95 | 0.87 | 0.41 | 0.35 | 0.29 | ||||||||||||||||||||||||
Income per common share - diluted (1) | 1.14 | 1.01 | 0.13 | 0.95 | 0.87 | 0.40 | 0.35 | 0.29 |
(1) | The sum of quarterly financial data may vary from the annual data due to rounding. |
71
18. SEGMENT INFORMATION
The Company owns and operates industrial properties nationally and owns and operates office properties in a focused group of office markets. Additionally, the Company owns certain assets in the United Kingdom. At December 31, 2018, the Company's reportable segments were based on the Company's method of internal reporting and were as follows:
•Carolinas/Richmond;
•Chicago/Minneapolis;
•Cincinnati/Columbus/Indianapolis;
•Dallas;
•Florida;
•Houston;
•Lehigh/Central PA;
•Philadelphia;
•Southern California; and
•United Kingdom.
Certain other segments are aggregated into an "Other" category which includes the reportable segments: Arizona; Atlanta; DC Metro; New Jersey; and Southeastern Pennsylvania.
Comparative prior periods have been restated to reflect current segment disclosures.
The Company evaluates the performance of its reportable segments based on net operating income. Net operating income includes operating revenue from external customers, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment.
The Company's accounting policies for the segments are the same as those used in the Company's consolidated financial statements.
There are no material inter-segment transactions.
72
The operating information by reportable segment is as follows (in thousands):
Year ended | |||||||||||||
December 31, | |||||||||||||
2018 | 2017 | 2016 | |||||||||||
Operating revenue | |||||||||||||
Carolinas/Richmond | $ | 79,271 | $ | 74,158 | $ | 66,270 | |||||||
Chicago/Minneapolis | 67,551 | 64,706 | 84,028 | ||||||||||
Cincinnati/Columbus/Indianapolis | 17,929 | 18,762 | 17,612 | ||||||||||
Dallas | 19,756 | 15,104 | 12,966 | ||||||||||
Florida | 64,486 | 59,526 | 99,733 | ||||||||||
Houston | 64,968 | 59,957 | 59,582 | ||||||||||
Lehigh/Central PA | 156,629 | 163,026 | 141,046 | ||||||||||
Philadelphia | 44,387 | 45,504 | 41,838 | ||||||||||
Southern California | 30,939 | 13,856 | 11,019 | ||||||||||
United Kingdom | 17,193 | 13,917 | 13,376 | ||||||||||
Other | 124,742 | 142,764 | 186,580 | ||||||||||
Segment-level operating revenue | 687,851 | 671,280 | 734,050 | ||||||||||
Reconciliation to total operating revenues | |||||||||||||
Development service fee income (1) | 73,224 | 82,673 | 12,941 | ||||||||||
Discontinued operations | (90,985 | ) | (117,346 | ) | (95,123 | ) | |||||||
Other | (130 | ) | (140 | ) | (283 | ) | |||||||
Total operating revenue | $ | 669,960 | $ | 636,467 | $ | 651,585 | |||||||
Net operating income | |||||||||||||
Carolinas/Richmond | $ | 58,722 | $ | 54,652 | $ | 47,872 | |||||||
Chicago/Minneapolis | 41,945 | 40,346 | 47,289 | ||||||||||
Cincinnati/Columbus/Indianapolis | 11,860 | 13,011 | 12,064 | ||||||||||
Dallas | 12,914 | 9,367 | 8,281 | ||||||||||
Florida | 45,467 | 41,195 | 65,273 | ||||||||||
Houston | 38,416 | 33,034 | 33,715 | ||||||||||
Lehigh/Central PA | 115,232 | 120,292 | 103,645 | ||||||||||
Philadelphia | 37,349 | 36,353 | 33,481 | ||||||||||
Southern California | 24,492 | 10,238 | 7,100 | ||||||||||
United Kingdom | 15,999 | 13,744 | 11,369 | ||||||||||
Other | 86,543 | 94,277 | 123,040 | ||||||||||
Segment-level net operating income | 488,939 | 466,509 | 493,129 | ||||||||||
Reconciliation to income from continuing operations | |||||||||||||
Interest expense (2) | (95,442 | ) | (91,096 | ) | (115,077 | ) | |||||||
Loss on debt extinguishment | — | (49 | ) | (27,099 | ) | ||||||||
Development service fee income | 73,224 | 82,673 | 12,941 | ||||||||||
Development service fee expense | (134,825 | ) | (85,805 | ) | (12,165 | ) | |||||||
Depreciation/amortization expense (2) (3) | (129,048 | ) | (132,613 | ) | (152,556 | ) | |||||||
Impairment - real estate assets (2) | (39,688 | ) | (10,632 | ) | (3,879 | ) | |||||||
Gain on property dispositions | 81,514 | 100,387 | 219,270 | ||||||||||
Equity in earnings of unconsolidated joint ventures | 21,382 | 17,155 | 21,970 | ||||||||||
General and administrative expense (2) | (53,834 | ) | (55,919 | ) | (63,181 | ) | |||||||
Other operating expenses | (11,994 | ) | (6,167 | ) | (5,017 | ) | |||||||
Discontinued operations excluding gain on property dispositions | (40,658 | ) | (39,728 | ) | (36,734 | ) | |||||||
Income taxes (3) | (4,701 | ) | (240 | ) | 47 | ||||||||
Other (4) | (6,083 | ) | (8,736 | ) | (2,238 | ) | |||||||
Income from continuing operations | $ | 148,786 | $ | 235,739 | $ | 329,411 |
(1) Prior to the fourth quarter of 2016, development service fee income had been classified as other income and development service fee expense had been classified as general and administrative expense. See Note 2.
(2) Includes activity in discontinued operations.
(3) Excludes costs which are included in determining segment-level net operating income.
(4) Includes severance activity in segment-level net operating income.
73
The amount of depreciation and amortization expense related to tenant improvement and lease transaction costs within each reporting segment for the net operating income calculation is as follows (in thousands):
Year ended | ||||||||||||
December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Carolinas/Richmond | $ | 5,445 | $ | 5,205 | $ | 4,944 | ||||||
Chicago/Minneapolis | 4,912 | 4,393 | 5,858 | |||||||||
Cincinnati/Columbus/Indianapolis | 941 | 699 | 805 | |||||||||
Dallas | 1,593 | 1,154 | 862 | |||||||||
Florida | 4,050 | 4,174 | 6,605 | |||||||||
Houston | 4,898 | 5,155 | 4,713 | |||||||||
Lehigh/Central PA | 13,121 | 14,475 | 12,262 | |||||||||
Philadelphia | 2,626 | 2,797 | 2,706 | |||||||||
Southern California | 850 | 612 | 367 | |||||||||
United Kingdom | 384 | 340 | 259 | |||||||||
Other | 7,205 | 10,273 | 13,154 | |||||||||
Depreciation and amortization of tenant improvement and lease transaction costs | $ | 46,025 | $ | 49,277 | $ | 52,535 |
The Company's operating revenue by product type and by reportable segment for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands):
Year Ended | |||||||||||||||||||||||||||||||||||
December 31, 2018 | December 31, 2017 | December 31, 2016 | |||||||||||||||||||||||||||||||||
Industrial | Office | Total | Industrial | Office | Total | Industrial | Office | Total | |||||||||||||||||||||||||||
Carolinas/Richmond | $ | 79,271 | $ | — | $ | 79,271 | $ | 74,158 | $ | — | $ | 74,158 | $ | 66,270 | $ | — | $ | 66,270 | |||||||||||||||||
Chicago/Minneapolis | 63,393 | 4,158 | 67,551 | 60,826 | 3,880 | 64,706 | 65,007 | 19,021 | 84,028 | ||||||||||||||||||||||||||
Cincinnati/Columbus/Indianapolis | 17,929 | — | 17,929 | 18,762 | — | 18,762 | 17,612 | — | 17,612 | ||||||||||||||||||||||||||
Dallas | 19,756 | — | 19,756 | 15,104 | — | 15,104 | 12,966 | — | 12,966 | ||||||||||||||||||||||||||
Florida | 61,878 | 2,608 | 64,486 | 56,923 | 2,603 | 59,526 | 66,028 | 33,705 | 99,733 | ||||||||||||||||||||||||||
Houston | 64,968 | — | 64,968 | 58,606 | 1,351 | 59,957 | 58,370 | 1,212 | 59,582 | ||||||||||||||||||||||||||
Lehigh/Central PA | 156,629 | — | 156,629 | 163,026 | — | 163,026 | 138,766 | 2,280 | 141,046 | ||||||||||||||||||||||||||
Philadelphia | 11,923 | 32,464 | 44,387 | 11,914 | 33,590 | 45,504 | 12,842 | 28,996 | 41,838 | ||||||||||||||||||||||||||
Southern California | 30,939 | — | 30,939 | 13,856 | — | 13,856 | 11,019 | — | 11,019 | ||||||||||||||||||||||||||
United Kingdom | 13,601 | 3,592 | 17,193 | 10,369 | 3,548 | 13,917 | 10,775 | 2,601 | 13,376 | ||||||||||||||||||||||||||
Other | 72,076 | 52,666 | 124,742 | 63,660 | 79,104 | 142,764 | 69,613 | 116,967 | 186,580 | ||||||||||||||||||||||||||
$ | 592,363 | $ | 95,488 | 687,851 | $ | 547,204 | $ | 124,076 | 671,280 | $ | 529,268 | $ | 204,782 | 734,050 | |||||||||||||||||||||
Reconciliation to total operating revenue | |||||||||||||||||||||||||||||||||||
Development service fee income | 73,224 | 82,673 | 12,941 | ||||||||||||||||||||||||||||||||
Discontinued operations | (90,985 | ) | (117,346 | ) | (95,123 | ) | |||||||||||||||||||||||||||||
Corporate other | (130 | ) | (140 | ) | (283 | ) | |||||||||||||||||||||||||||||
Total operating revenue | $ | 669,960 | $ | 636,467 | $ | 651,585 |
74
The Company's total assets by reportable segment as of December 31, 2018 and 2017 is as follows (in thousands):
As of December 31, | |||||||
2018 | 2017 | ||||||
Carolinas/Richmond | $ | 525,041 | $ | 543,922 | |||
Chicago/Minneapolis | 591,792 | 615,186 | |||||
Cincinnati/Columbus/Indianapolis | 131,400 | 135,523 | |||||
Dallas | 261,538 | 191,320 | |||||
Florida | 547,232 | 533,861 | |||||
Houston | 568,756 | 498,584 | |||||
Lehigh/Central PA | 1,210,220 | 1,210,746 | |||||
Philadelphia | 624,373 | 665,843 | |||||
Southern California | 660,688 | 362,122 | |||||
United Kingdom | 463,162 | 251,824 | |||||
Other | 1,153,518 | 1,359,816 | |||||
Segment-level total assets | 6,737,720 | 6,368,747 | |||||
Corporate Other | 196,674 | 71,010 | |||||
Total assets | $ | 6,934,394 | $ | 6,439,757 |
The Company's real estate assets by reportable segment as of December 31, 2018 and 2017 is as follows (in thousands):
As of December 31, | |||||||
2018 | 2017 | ||||||
Carolinas/Richmond | $ | 495,149 | $ | 491,916 | |||
Chicago/Minneapolis | 524,850 | 535,939 | |||||
Cincinnati/Columbus/Indianapolis | 125,859 | 128,377 | |||||
Dallas | 248,809 | 180,548 | |||||
Florida | 492,797 | 483,355 | |||||
Houston | 509,100 | 456,675 | |||||
Lehigh/Central PA | 1,151,148 | 1,121,115 | |||||
Philadelphia | 76,673 | 74,514 | |||||
Southern California | 633,450 | 343,520 | |||||
United Kingdom | 324,000 | 169,562 | |||||
Other | 869,245 | 715,099 | |||||
Total real estate assets | $ | 5,451,080 | $ | 4,700,620 |
The Company incurred the following costs related to its long-lived assets for the years ended December 31, 2018, 2017 and 2016 (in thousands):
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
Costs incurred on long-lived assets | ||||||||||||
Carolinas/Richmond | $ | 22,220 | $ | 31,958 | $ | 51,647 | ||||||
Chicago/Minneapolis | 3,326 | 14,246 | 29,317 | |||||||||
Cincinnati/Columbus/Indianapolis | 2,491 | 14,942 | 1,878 | |||||||||
Dallas | 75,199 | 34,166 | 24,116 | |||||||||
Florida | 41,967 | 23,832 | 38,312 | |||||||||
Houston | 77,323 | 17,522 | 25,831 | |||||||||
Lehigh/Central PA | 63,926 | 89,304 | 176,386 | |||||||||
Philadelphia | 3,326 | 30,685 | 57,691 | |||||||||
Southern California | 298,580 | 183,842 | 5,599 | |||||||||
United Kingdom | 165,276 | 10,501 | 11,492 | |||||||||
Other | 167,904 | 181,040 | 80,731 | |||||||||
Total costs incurred on long-lived assets | $ | 921,538 | $ | 632,038 | $ | 503,000 |
75
19. ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS
In 2017, the Company initiated a strategic shift whereby it plans to divest of its remaining suburban office properties. In 2018, the Company updated its strategy whereby it plans to divest of its remaining office properties. The Company determined that the strategic shift would have a major effect on its operations and financial results. As such, properties sold or those that meet the criteria to be classified as held for sale within the new corporate strategy were classified within discontinued operations. Consistent with the held for sale criteria these properties are expected to be sold within one year. As the result of the classification within discontinued operations, the in-service assets and liabilities of this portfolio are required to be presented as held for sale for all prior periods presented in our Consolidated Balance Sheets. Operating results pertaining to these properties were reclassified to discontinued operations for all prior periods presented in our Consolidated Statements of Comprehensive Income.
The following table illustrates the number of sold or held-for-sale properties included in, or excluded from, discontinued operations in this report:
Held for Sale as of December 31, 2018 | Sold during the year ended December 31, 2018 | Sold during the year ended December 31, 2017 | Total | |||||||||
Properties included in discontinued operations | 22 | 37 | 2 | 61 | ||||||||
Properties included in continuing operations | 1 | 2 | 8 | 11 | ||||||||
Properties sold or classified as held for sale | 23 | 39 | 10 | 72 |
The following table illustrates the number of sold or held-for-sale properties included in discontinued operations by reportable segment:
Reportable Segment | Held for Sale as of December 31, 2018 | Sold during the year ended December 31, 2018 | Sold during the year ended December 31, 2017 | ||||||
Chicago/Minneapolis | 1 | — | — | ||||||
Florida | 3 | — | — | ||||||
Houston | — | — | 1 | ||||||
Philadelphia | 9 | — | — | ||||||
United Kingdom | 2 | — | — | ||||||
Other | 7 | 37 | 1 | ||||||
Total | 22 | 37 | 2 |
76
A summary of the results of operations for the properties classified as discontinued operations through the respective disposition dates is as follows (in thousands):
For the Year Ended | |||||||||||||
December 31, 2018 | December 31, 2017 | December 31, 2016 | |||||||||||
Revenue | |||||||||||||
Rental | $ | 70,315 | $ | 83,696 | $ | 67,288 | |||||||
Operating expense reimbursement | 20,670 | 33,650 | 27,835 | ||||||||||
Total Revenue | 90,985 | 117,346 | 95,123 | ||||||||||
Expenses | |||||||||||||
Rental property | 12,717 | 23,104 | 18,575 | ||||||||||
Real estate taxes | 8,970 | 12,910 | 7,964 | ||||||||||
Other operating expense | 100 | (182 | ) | 218 | |||||||||
Interest expense | 7,800 | 8,916 | 12,119 | ||||||||||
Depreciation and amortization | 13,192 | 25,805 | 19,312 | ||||||||||
Impairment charges - real estate assets | 7,257 | 6,686 | — | ||||||||||
Total Expense | 50,036 | 77,239 | 58,188 | ||||||||||
Interest and other income | (185 | ) | (280 | ) | (104 | ) | |||||||
Gain on property dispositions | 303,159 | 14,578 | — | ||||||||||
Income taxes | (106 | ) | (99 | ) | (97 | ) | |||||||
Income from discontinued operations | 343,817 | 54,306 | 36,734 | ||||||||||
Noncontrolling interest - operating partnership | (8,011 | ) | (1,271 | ) | (856 | ) | |||||||
Noncontrolling interest – consolidated joint ventures | (495 | ) | (511 | ) | (258 | ) | |||||||
Income available to common shareholders | $ | 335,311 | $ | 52,524 | $ | 35,620 |
Interest expense has been allocated to discontinued operations. The allocation of interest expense to discontinued operations was based on the ratio of net assets sold and held for sale (without continuing involvement) to the sum of total net assets plus consolidated debt.
Capital expenditures on a cash basis for the year ended December 31, 2018, 2017 and 2016 were $48.5 million, $124.7 million and $59.8 million, respectively, related to properties within discontinued operations.
In October 2016, the Company completed the sale of a portfolio of 108 properties totaling approximately 7.6 million square feet and 26.7 acres of land for $969 million for a net gain of $179.1 million. As this sale did not represent a strategic shift for the Company, it is not classified as discontinued operations.
A summary of net income (excluding gain on sale) related to this portfolio is as follows (in thousands):
Year Ended | ||||
December 31, 2016 | ||||
Net income | $ | 48,609 | ||
Noncontrolling interest - operating partnership | (1,142 | ) | ||
Income available to common shareholders | $ | 47,467 |
Assets Held for Sale
As of December 31, 2018, 23 operating properties and 69 acres of land held for development were classified as held for sale, of which 22 operating properties met the criteria to be classified within discontinued operations. As of December 31, 2017, 39 operating properties were classified as held for sale, of which 32 operating properties met the criteria to be classified within discontinued operations. In addition as of December 31, 2017, nine acres of land held for development were classified as held for sale and classified within continuing operations.
The following table illustrates aggregate balance sheet information for all held-for-sale properties (in thousands):
77
December 31, 2018 | December 31, 2017 | ||||||||||||||||||||||
Included in Continuing Operations | Included in Discontinued Operations | Total | Included in Continuing Operations | Included in Discontinued Operations | Total | ||||||||||||||||||
Land and land improvements | $ | 1,301 | $ | 113,080 | $ | 114,381 | $ | 3,476 | $ | 176,312 | $ | 179,788 | |||||||||||
Buildings and improvements | 5,638 | 384,737 | 390,375 | 80,738 | 712,061 | 792,799 | |||||||||||||||||
Development in progress | — | 9,597 | 9,597 | — | 84,463 | 84,463 | |||||||||||||||||
Land held for development | 26,253 | — | 26,253 | 863 | — | 863 | |||||||||||||||||
Accumulated depreciation | (1,546 | ) | (70,242 | ) | (71,788 | ) | (11,785 | ) | (216,890 | ) | (228,675 | ) | |||||||||||
Deferred financing and leasing costs, net | 58 | 13,697 | 13,755 | 2,210 | 27,010 | 29,220 | |||||||||||||||||
Other assets | 164 | 19,470 | 19,634 | 5,137 | 50,362 | 55,499 | |||||||||||||||||
Assets held for sale | $ | 31,868 | $ | 470,339 | $ | 502,207 | $ | 80,639 | $ | 833,318 | $ | 913,957 | |||||||||||
Liabilities held for sale | $ | 141 | $ | 20,990 | $ | 21,131 | $ | 1,153 | $ | 33,068 | $ | 34,221 |
In January 2019, three properties totaling 151,000 square feet which were held for sale and classified in discontinued operation in the Company's Florida segment as of December 31, 2018 were sold for $23.4 million.
Asset Impairment
The Company evaluates its real estate investments upon the occurrence of significant adverse changes in operations to assess whether any impairment indicators are present that could affect the recovery of the recorded value. In addition to other factors it considers as described in Note 2 - Summary of Significant Accounting Policies, the Company considers strategic divestiture decisions that have either resulted in the disposition or potential disposition of certain properties prior to the end of their remaining useful lives. As a result, during the years ended December 31, 2018, 2017 and 2016, the Company recognized impairment losses of $39.7 million, $10.6 million and $3.9 million, respectively. The impairment losses are for operating properties or land parcels and were in the reportable segments and for the amounts as indicated below (in thousands):
Year Ended December 31, | ||||||||||||
Reportable Segment | 2018 | 2017 | 2016 | |||||||||
Florida | $ | 2,396 | $ | — | $ | — | ||||||
Houston | — | 10,632 | — | |||||||||
Chicago/Minneapolis | 2,456 | — | 3,879 | |||||||||
Philadelphia | 26,000 | — | — | |||||||||
Other | 8,836 | — | — | |||||||||
Total | $ | 39,688 | $ | 10,632 | $ | 3,879 |
Consistent with its strategy to divest its remaining office properties and focus its efforts and capital solely on its industrial platform, the Company evaluated its office properties and land holdings in the latter part of 2018, and as a result, recognized impairment losses on certain properties which the Company is either holding for sale and/or it is planning to sell. For the year ended December 31, 2018, the Company recorded an impairment charge of $7.3 million relating to one office property held for sale which is included in discontinued operations, and impairments of $6.4 million relating to certain land holdings, which is included in impairment - real estate assets in the Company's consolidated statements of comprehensive income.
In addition, the Company recorded an impairment of $26.0 million related to its Camden Waterfront project located in Camden, New Jersey which is included in impairment - real estate assets in the Company's consolidated statements of comprehensive income. The Company evaluated the recoverability of the carrying value of its total investment in the Camden Waterfront project in 2018. Factors considered in evaluating the carrying value of this project included probability weighted projections of future cash flows, which are influenced by management’s judgments regarding the site configuration, absorption rates and timing of future fee development projects, the amount, timing and sunset provisions of government incentives aimed at inducing office users to relocate to Camden, and general market conditions affecting demand for office space in Camden. As a result of changes to management’s estimates of probability weighted future cash flow impacted by the above-described factors during the second quarter of 2018, the Company concluded that an indicator of impairment existed and the Company may not recover the carrying value of its investment in the Camden Waterfront project. As such, the Company recorded the impairment charge in the second quarter of 2018. The impairment charge was equal to the amount by which the Company estimated the carrying value of its total investment in the Camden Waterfront project exceeded the current estimated fair value of its investment.
78
For the year ended December 31, 2017, $6.7 million in impairments related to properties sold were included in discontinued operations and $3.9 million in impairment - real estate assets related to land held for development. Consistent with the Company’s strategy to divest suburban office properties in 2017, as discussed above, properties and related land were disposed of before the end of their estimated useful lives at a time when the market price was below the Company’s net investment in the properties.
For the year ended December 31, 2016, $3.9 million in impairments related to properties sold.
The Company determined the above-described impairments based on third party offer prices and quoted offer prices for comparable transactions which are Level 2 and Level 3 inputs, respectively, according to the fair value hierarchy established in ASC 820. These measurements have occurred throughout the respective periods as circumstances arise, and the resulting estimates of fair value are not necessarily reflective of measurements at the period’s end.
The Company has evaluated each of its properties and land held for development and has determined that there were no additional valuation adjustments necessary at December 31, 2018. The Company applied reasonable estimates and judgments in determining the level of impairments recognized. Should external or internal circumstances change requiring the need to shorten the holding periods or adjust the estimated future cash flows of the Company’s assets, the Company could be required to record impairment charges in the future.
20. DERIVATIVE INSTRUMENTS
The Company borrows funds at a combination of fixed and variable rates. Borrowings under the Company's Facilities and certain bank mortgage loans bear interest at variable rates. Our long-term debt typically bears interest at fixed rates. The Company's interest rate risk management objectives are to limit generally the impact of interest rate changes on earnings and cash flows and to lower the Company's overall borrowing costs. To achieve these objectives, from time to time, the Company enters into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. The Company generally does not hold or issue these derivative contracts for trading or speculative purposes. The interest rate on all of the Company's variable rate debt is generally adjusted at, daily, one or three month intervals, subject to settlements under interest rate hedge contracts.
Cash Flow Hedges of Interest Rate Risk
Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss (for the Trust) and general partner's equity and limited partners' equity - common units (for the Operating Partnership) and is subsequently reclassified into interest expense in the period that the hedged forecasted transaction affects earnings.
The Company determines the fair value of its interest rate derivatives by using the standard methodology of netting discounted future fixed cash payments with the discounted expected variable cash receipts. These variable cash receipts of interest rate derivatives are based on expectations of future interest rates (forward curves) estimated by observing market interest rate curves. This is a Level 2 fair value calculation. Also, credit valuation adjustments are factored into the fair value calculations to account for potential nonperformance risk. These credit valuation adjustments were concluded to be not significant inputs for the fair value calculations for the periods presented.
During 2017 and a portion of 2018, the Company held an interest in three interest rate swap contracts (“Swaps”) that eliminate the impact of changes in interest rates on the payments required under variable rate mortgages that were also assumed. The Swaps had aggregate notional amounts of $66.8 million and $96.2 million at December 31, 2018 and 2017, respectively, and two of the Swaps expire in 2020. One interest rate swap contract and related mortgage loan were repaid in April 2018 on the maturity date.
In 2018, in anticipation of conducting an offering of senior notes, the Operating Partnership entered into two interest rate lock agreements tied to the U.S. treasury rate for an aggregate notional amount of $200 million. An interest rate lock is a tool used to manage interest-rate risk by effectively securing interest rates on federal government securities as of the agreement date, to cover future expenses that will be financed by a debt offering. One agreement had a notional amount of $100 million and expired in 2018 and was settled for $2.4 million. The second agreement had a notional amount of $100 million and expired in 2019. It was settled prior to consummation of the January 2019 offering of senior notes for $3.3 million. See Note 22 - Subsequent Events.
The Company accounts for the effective portion of changes in the fair value of a derivative in accumulated other comprehensive loss and subsequently reclassifies the effective portion to earnings over the term that the hedged transaction affects earnings. The Company accounts for the ineffective portion of changes in the fair value of a derivative directly in earnings.
The following table presents the location in the financial statements of the gains or losses recognized related to the Company’s cash flow hedges for the year ended December 31, 2018, 2017, and 2016 (in thousands):
79
Year Ended | |||||||||||
December 31, 2018 | December 31, 2017 | December 31, 2016 | |||||||||
Amount of gain (loss) related to the effective portion recognized in other comprehensive income (loss) | $ | (3,477 | ) | $ | 176 | $ | (648 | ) | |||
Amount of gain (loss) related to the effective portion reclassified to interest expense | $ | 228 | $ | (453 | ) | $ | (1,069 | ) | |||
Amount of gain (loss) related to the ineffective portion recognized in interest expense | $ | 91 | $ | 168 | $ | (48 | ) |
The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of December 31, 2018 and December 31, 2017 (amounts in thousands).
Derivatives | |||||||||
Fair Value at: | |||||||||
Balance Sheet Location | December 31, 2018 | December 31, 2017 | |||||||
Derivatives designated as hedging instruments: | |||||||||
Interest Rate Swaps | Other Liabilities | $ | 677 | $ | 2,243 | ||||
Interest Rate Treasury Locks | Other Liabilities | 3,972 | — | ||||||
Total | $ | 4,649 | $ | 2,243 |
Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Company estimates that $8,000 will be reclassified from accumulated other comprehensive loss as a decrease to interest expense over the next twelve months.
The Company has agreements with its derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value including accrued interest for approximately $4.7 million.
21. SUPPLEMENTAL DISCLOSURE TO CONSOLIDATED STATEMENT OF CASH FLOWS
The following are supplemental disclosures to the statements of cash flows for the years ended December 31, 2018, 2017 and 2016 (amounts in thousands):
2018 | 2017 | 2016 | |||||||||
Write-off of fully depreciated/amortized property and deferred costs - properties included in continuing operations | $ | 49,992 | $ | 24,754 | $ | 31,881 | |||||
Write-off of fully depreciated/amortized property and deferred costs - properties included in discontinued operations | 424 | 7,182 | 9,525 | ||||||||
Write-off of depreciated property and deferred costs due to sale/demolition - properties included in continuing operations | 20,272 | 15,760 | 461,480 | ||||||||
Write-off of depreciated property and deferred costs due to sale/demolition - properties included in discontinued operations | 143,572 | 17,335 | — | ||||||||
Write-off of costs related to early debt extinguishment | — | — | 219 | ||||||||
Changes in accrued development capital expenditures - properties included in continuing operations | 12,105 | 14,037 | (12,733 | ) | |||||||
Changes in accrued development capital expenditures - properties included in discontinued operations | (4,907 | ) | (1,696 | ) | 1,365 | ||||||
Unrealized (loss) gain on cash flow hedge | (3,700 | ) | 605 | 410 | |||||||
Capitalized equity-based compensation | 972 | 1,096 | 1,221 | ||||||||
Redemption of noncontrolling interests - common units | — | 152 | 132 |
Amounts paid in cash for deferred leasing costs incurred in connection with signed leases with tenants are paid in conjunction with improving (acquiring) property, plant and equipment. Such costs are not contained within net real estate. However, they are integral to the completion of a tenant lease and ultimately are related to the improvement and thus the value of the Company’s property, plant and equipment. They are therefore included in investing activities in the Company’s consolidated statements of cash flows.
80
The following is a reconciliation of the Company's cash and cash equivalents and restricted cash at the beginning and end of the years ended December 31, 2018 and 2017 (amounts in thousands):
2018 | 2017 | ||||||
Cash and cash equivalents at beginning of period | $ | 11,882 | $ | 43,642 | |||
Restricted cash at beginning of period | 13,803 | 12,383 | |||||
Cash and cash equivalents and restricted cash at beginning of period | $ | 25,685 | $ | 56,025 | |||
Cash and cash equivalents at end of period | $ | 84,923 | $ | 11,882 | |||
Restricted cash at end of period | 10,899 | 13,803 | |||||
Cash and cash equivalents and restricted cash at end of period | $ | 95,822 | $ | 25,685 |
Restricted cash includes tenant security deposits and escrow funds that the Company maintains pursuant to certain mortgage loans. Restricted cash also includes the undistributed proceeds from the sale of land in Kent County, United Kingdom.
22. SUBSEQUENT EVENTS
Issuance of Senior Notes and Settlement of Interest Rate Lock
In January 2019, the Company issued $350 million of 4.375% senior unsecured notes due 2029. The Company used the proceeds to pay down its revolving credit facilities.
In October and November 2018, in anticipation of conducting an offering of senior notes, the Operating Partnership entered into two interest rate lock agreements tied to the U.S. treasury rate. These agreements were settled prior to the consummation of the described above senior note offering for an aggregate cost to the Operating Partnership of $5.7 million. See Note 20 - Derivative Instruments.
Capital Activity
Subsequent to December 31, 2018, the Company acquired eight properties and 304 acres of developable land for $327.6 million. An unconsolidated joint venture in which the Company holds a 25% interest, acquired 162.8 acres of developable land for $9.1 million.
Subsequent to December 31, 2018, the Company sold 15 properties and 193 acres of developable land and non-depreciable assets
for $469.4 million. This includes land that the Company sold for $4.1 million to an unconsolidated joint venture in which the Company holds a 25% interest.
In addition to the transactions described above, during the three and nine months ended September 30, 2019, a subsidiary of the Company entered into an agreement with an entity affiliated with an employee of the Company, pursuant to which the Company waived its rights to purchase and develop a particular land parcel in the Company’s Philadelphia reportable segment in consideration for reimbursement of a portion of the infrastructure costs totaling $3.2 million previously incurred by the Company.
Asset Impairment
During the nine months ended September 30, 2019, the Company recorded $21.6 million of impairment charges which were primarily related to an office building in the Company's DC Metro segment that was sold in the three months ended September 30, 2019.
During the nine months ended September 30, 2019, a joint venture in which the Company holds a 25% interest recognized impairment charges of $26.7 million. The Company's share of these impairment charges were $6.7 million for the same period. The impairment charges are related to an office building in the Company's DC Metro reportable segment.
Comcast Technology Center Development
The development of the 219-room Four Seasons Hotel at the Comcast Technology Center (the “Project”), discussed in Note 7, was substantially complete and opened to the public in August 2019. In periods prior to 2019, the Company accrued $69.3 million relating primarily to cost overruns that it estimated were probable of being funded to third-party subcontractors under its development cost guarantees to the joint ventures that own the Project. As of September 30, 2019, the Company’s remaining accrual was $29.6 million (including estimated retainage of approximately $24 million payable to subcontractors), which accrual is reflective of amounts cumulatively funded by the Company to date.
81
Equity Offering and Prepayment of Senior Notes
In September 2019, the Company completed the sale of 9.2 million common shares, at a price of $50.50 per share, for net proceeds of $447.9 million. The net proceeds from this issuance were used to fund the early redemption on October 12, 2019 of the Operating Partnership's $350 million 4.75% senior notes due October 2020, repay outstanding balances on the Company's revolving credit facilities and for general corporate purposes. In conjunction with such early redemption, the Company incurred charges of approximately $9 million.
Proposed Merger with Prologis, Inc.
On October 27, 2019, the Trust, Leaf Holdco Property Trust, a Maryland real estate investment trust and wholly owned subsidiary of the Trust (“New Liberty Holdco”), and the Operating Partnership (collectively with the Trust and New Liberty Holdco, the “Company Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prologis, Inc., a Maryland corporation (“Prologis”), Lambda REIT Acquisition LLC, a Maryland limited liability company and wholly owned subsidiary of Prologis (“Prologis Merger Sub”), Prologis, L.P., a Delaware limited partnership (“Prologis OP”), and Lambda OP Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Prologis OP (“Prologis OP Merger Sub” and, together with Prologis, Prologis Merger Sub and Prologis OP, the “Prologis Parties”).
The Merger Agreement provides that upon the terms and subject to the conditions set forth in the Merger Agreement, (i) a newly created indirect wholly owned subsidiary of New Liberty Holdco will merge with and into the Trust (the “Liberty Merger”) with the Trust continuing as the surviving entity and as an indirect wholly owned subsidiary of New Liberty Holdco; (ii) thereafter, New Liberty Holdco will merge with and into Prologis Merger Sub (the “Topco Merger” and together with the Liberty Merger, the “Company Mergers”), with Prologis Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Prologis; (iii) immediately after the Topco Merger, Prologis will cause all of the outstanding equity interests in the Prologis Merger Sub to be contributed to Prologis OP in exchange for the issuance by Prologis OP of partnership interests in Prologis OP to other subsidiaries of Prologis; and (iv) thereafter, Prologis OP Merger Sub will merge with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity and a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and together with the Company Mergers, the “Mergers”).
Under the terms of the Merger Agreement, shareholders of the Trust and holders of common units in the Operating Partnership will receive 0.675 shares of Prologis common stock and limited partnership interests in Prologis OP, respectively, for each common share of the Trust or common unit in the Operating Partnership that they own.
The board of trustees of the Trust and the board of directors of Prologis have both unanimously approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement. The transaction, which is currently expected to close in the first quarter of 2020, is subject to the approval of the Trust’s shareholders and other customary closing conditions.
23. ADJUSTMENTS TO PREVIOUSLY FILED FINANCIAL STATEMENTS
In November 2019, the accompanying financial statements were updated to reflect for all periods presented the results of operations of nine properties totaling 851,000 square feet with a net book value of $233.0 million in the Company’s Philadelphia reportable segment, two properties totaling 99,000 square feet with a net book value of $24.5 million in the Company’s United Kingdom reportable segment and one property totaling 345,000 square feet with a net book value of $24.2 million in the Company’s Chicago/Minneapolis reportable segment as discontinued operations that were sold during the nine months ended September 30, 2019 or were considered held for sale as of that date.
These adjustments impacted the consolidated balance sheets, the consolidated statements of operations, the income per common share disclosures in Note 3, the income per common unit disclosures in Note 4, the operating real estate and segment disclosures in Note 6, the deferred leasing costs in Note 8, the development in progress disclosure in Note 16, the quarterly results of operations in Note 17 (unaudited), the segment disclosures in Note 18, the discontinued operations and asset held for sale disclosures in Note 19 and the supplemental disclosures to the consolidated statement of cash flows in Note 21.
The impact of these changes was to decrease income from continuing operations and increase income from discontinued operations by $17.3 million, $13.1 million and $9.6 million for the years ended December 31, 2018, 2017 and 2016, respectively, compared to the previously filed financial statements.
Also in November 2019, the accompanying financial statements were updated to reflect the Company’s realignment of its reportable segments and calculation of segment-level net operating income during the nine months ended September 30, 2019. These changes impacted the description of sold and acquired real estate in Note 6, the segment disclosures in Note 18, and the discontinued operations and asset impairment disclosures in Note 19.
82
In addition to these changes, Note 22 has also been updated for subsequent events not previously reported.
83
Liberty Property Trust and Liberty Property Limited Partnership
Schedule II (in thousands)
The following table details the activity for the allowance for doubtful accounts.
Balance at December 31, 2017 | Additions | Deductions | Balance at December 31, 2018 | ||||||||||||
Allowance for Doubtful Accounts - Straight Line Rent | $ | 549 | $ | 1,431 | $ | (647 | ) | $ | 1,333 | ||||||
Allowance for Doubtful Accounts - Accounts Receivable | 6,063 | 5,925 | (6,905 | ) | 5,083 | ||||||||||
Total | $ | 6,612 | $ | 7,356 | $ | (7,552 | ) | $ | 6,416 | ||||||
Balance at December 31, 2016 | Additions | Deductions | Balance at December 31, 2017 | ||||||||||||
Allowance for Doubtful Accounts - Straight Line Rent | $ | 530 | $ | 1,729 | $ | (1,710 | ) | $ | 549 | ||||||
Allowance for Doubtful Accounts - Accounts Receivable | 6,802 | 7,248 | (7,987 | ) | 6,063 | ||||||||||
Total | $ | 7,332 | $ | 8,977 | $ | (9,697 | ) | $ | 6,612 | ||||||
Balance at December 31, 2015 | Additions | Deductions | Balance at December 31, 2016 | ||||||||||||
Allowance for Doubtful Accounts - Straight Line Rent | $ | 581 | $ | 824 | $ | (875 | ) | $ | 530 | ||||||
Allowance for Doubtful Accounts - Accounts Receivable | 6,317 | 4,950 | (4,465 | ) | 6,802 | ||||||||||
Total | $ | 6,898 | $ | 5,774 | $ | (5,340 | ) | $ | 7,332 |
84
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
1467 Perryman Road | Aberdeen, MD | $ | — | $ | 12,052,635 | $ | — | $ | 35,350,875 | $ | 12,334,030 | $ | 35,069,480 | $ | 47,403,510 | $ | 4,214,259 | 2014 | 5 - 40 | ||||||||||||||||||||
1501 Perryman Road | Aberdeen, MD | — | 5,813,324 | 18,874,059 | 6,378,428 | 5,816,839 | 25,248,972 | 31,065,811 | 8,227,740 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
869 S Route 53 | Addison, IL | — | 1,194,223 | 4,201,881 | 230,036 | 1,194,223 | 4,431,918 | 5,626,141 | 658,252 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
901 S Route 53 | Addison, IL | — | 2,055,066 | 5,984,093 | 879,888 | 2,055,066 | 6,863,981 | 8,919,047 | 1,230,963 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
8620 Congdon Hill Drive | Alburtis, PA | — | 38,328,000 | — | 36,647,068 | 38,328,000 | 36,647,068 | 74,975,068 | 3,101,872 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
200 Boulder Drive | Allentown, PA | — | 4,722,683 | 18,922,645 | 2,434,125 | 4,722,683 | 21,356,770 | 26,079,453 | 7,396,339 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
250 Boulder Drive | Allentown, PA | — | 3,599,936 | 12,099,145 | 2,199,097 | 3,717,733 | 14,180,445 | 17,898,178 | 5,997,398 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
400 Nestle Way | Allentown, PA | — | 8,065,500 | — | 31,538,572 | 8,184,096 | 31,419,976 | 39,604,072 | 16,558,762 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
650 Boulder Drive | Allentown, PA | — | 5,208,248 | — | 32,440,853 | 9,961,788 | 27,687,313 | 37,649,101 | 11,327,870 | 2002 | 5 - 40 | ||||||||||||||||||||||||||||
651 Boulder Drive | Allentown, PA | — | 4,308,646 | — | 18,551,417 | 4,308,646 | 18,551,417 | 22,860,063 | 10,468,080 | 2000 | 5 - 40 | ||||||||||||||||||||||||||||
700 Nestle Way | Allentown, PA | — | 3,473,120 | — | 20,401,484 | 4,174,970 | 19,699,634 | 23,874,604 | 11,536,583 | 1998 | 5 - 40 | ||||||||||||||||||||||||||||
705 Boulder Drive | Allentown, PA | — | 10,594,027 | — | 28,810,136 | 10,596,767 | 28,807,396 | 39,404,163 | 17,664,832 | 2001 | 5 - 40 | ||||||||||||||||||||||||||||
7165 Ambassador Drive | Allentown, PA | — | 792,999 | — | 4,694,609 | 804,848 | 4,682,760 | 5,487,608 | 2,265,255 | 2002 | 5 - 40 | ||||||||||||||||||||||||||||
7248 Industrial Boulevard | Allentown, PA | — | 2,670,849 | 13,307,408 | 4,665,457 | 2,670,673 | 17,973,041 | 20,643,714 | 9,990,484 | 1988 | 5 - 40 | ||||||||||||||||||||||||||||
7339 Industrial Boulevard | Allentown, PA | — | 1,187,776 | — | 7,592,257 | 1,197,447 | 7,582,586 | 8,780,033 | 4,441,217 | 1996 | 5 - 40 | ||||||||||||||||||||||||||||
7437 Industrial Boulevard | Allentown, PA | — | 717,488 | 5,022,413 | 4,003,719 | 726,651 | 9,016,968 | 9,743,619 | 5,686,680 | 1976 | 5 - 40 | ||||||||||||||||||||||||||||
8014 Industrial Boulevard | Allentown, PA | — | 4,019,258 | — | 12,646,983 | 3,645,117 | 13,021,124 | 16,666,241 | 5,718,258 | 1999 | 5 - 40 | ||||||||||||||||||||||||||||
8150 Industrial Boulevard | Allentown, PA | — | 2,564,167 | — | 9,443,051 | 2,571,466 | 9,435,752 | 12,007,218 | 4,279,822 | 2002 | 5 - 40 | ||||||||||||||||||||||||||||
8250 Industrial Boulevard | Allentown, PA | — | 1,025,667 | — | 5,254,712 | 1,035,854 | 5,244,525 | 6,280,379 | 2,154,620 | 2002 | 5 - 40 | ||||||||||||||||||||||||||||
8400 Industrial Boulevard | Allentown, PA | — | 6,725,948 | — | 27,402,563 | 7,521,211 | 26,607,300 | 34,128,511 | 8,740,124 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
6330 Hedgewood Drive | Allentown, PA | — | 531,268 | — | 6,029,991 | 532,047 | 6,029,212 | 6,561,259 | 4,218,156 | 1988 | 5 - 40 | ||||||||||||||||||||||||||||
6350 Hedgewood Drive | Allentown, PA | — | 360,027 | — | 4,526,060 | 560,691 | 4,325,396 | 4,886,087 | 2,757,186 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
6370 Hedgewood Drive | Allentown, PA | — | 540,795 | — | 4,369,686 | 541,459 | 4,369,022 | 4,910,481 | 2,735,162 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
6390 Hedgewood Drive | Allentown, PA | — | 707,203 | — | 3,446,028 | 707,867 | 3,445,364 | 4,153,231 | 2,054,135 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
6520 Stonegate Drive | Allentown, PA | — | 453,315 | — | 1,589,269 | 484,361 | 1,558,223 | 2,042,584 | 770,493 | 1996 | 5 - 40 | ||||||||||||||||||||||||||||
6540 Stonegate Drive | Allentown, PA | — | 422,042 | — | 5,337,127 | 422,730 | 5,336,439 | 5,759,169 | 3,335,623 | 1988 | 5 - 40 | ||||||||||||||||||||||||||||
6560 Stonegate Drive | Allentown, PA | — | 458,281 | — | 3,856,517 | 458,945 | 3,855,853 | 4,314,798 | �� | 2,468,547 | 1989 | 5 - 40 | |||||||||||||||||||||||||||
6580 Snowdrift Road | Allentown, PA | — | 388,328 | — | 4,876,767 | 389,081 | 4,876,014 | 5,265,095 | 3,417,222 | 1988 | 5 - 40 | ||||||||||||||||||||||||||||
7620 Cetronia Road | Allentown, PA | — | 1,091,806 | 3,851,456 | 780,423 | 1,093,724 | 4,629,961 | 5,723,685 | 2,503,775 | 1990 | 5 - 40 |
85
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
2250 East Bardin Road | Arlington, TX | 4,754,659 | — | 1,110,192 | 5,864,850 | 30,284,926 | 36,149,776 | 434,113 | 2017 | 5 - 40 | |||||||||||||||||||||||||||||
3095 Presidential Drive | Atlanta, GA | — | 200,351 | 1,729,161 | 255,502 | 200,351 | 1,984,663 | 2,185,014 | 436,384 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3097 Presidential Drive | Atlanta, GA | — | 188,680 | 1,721,048 | 405,231 | 188,680 | 2,126,279 | 2,314,959 | 359,030 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
7030 Buford Highway NE | Atlanta, GA | — | * | 919,850 | 4,051,340 | 954,682 | 919,850 | 5,006,022 | 5,925,872 | 1,064,051 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
Barton 150, Lichfield Road, Barton Business Park | Barton Under Needwood, UK | * | 2,196,955 | 13,643,981 | (3,633,742 | ) | 1,692,997 | 10,514,197 | 12,207,194 | 1,647,568 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
1055-1071 Kingsland Drive | Batavia, IL | — | 727,294 | 2,367,529 | 706,473 | 727,294 | 3,074,002 | 3,801,296 | 659,693 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
4606 Richlynn Drive | Belcamp, MD | — | 299,600 | 1,818,861 | 722,788 | 299,600 | 2,541,649 | 2,841,249 | 1,231,732 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
11800 Baltimore Avenue | Beltsville,MD | — | 2,769,962 | 1,829,028 | 267,937 | 2,663,725 | 2,203,203 | 4,866,928 | 430,470 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
11850 Baltimore Avenue | Beltsville,MD | — | 3,595,044 | 2,415,132 | 164,477 | 3,457,162 | 2,717,491 | 6,174,653 | 759,246 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
11900 Baltimore Avenue | Beltsville,MD | — | 3,492,036 | 2,024,038 | 520,179 | 3,358,104 | 2,678,149 | 6,036,253 | 851,104 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12104 Indian Creek Court | Beltsville,MD | — | 2,021,752 | 2,503,802 | 339,825 | 2,021,752 | 2,843,627 | 4,865,379 | 765,205 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12200 Indian Creek Court | Beltsville,MD | — | 1,347,882 | 1,460,291 | 623,867 | 1,347,882 | 2,084,158 | 3,432,040 | 479,038 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12240 Indian Creek Court | Beltsville,MD | — | 1,479,307 | 2,159,997 | 791,665 | 1,479,307 | 2,951,663 | 4,430,970 | 635,369 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1071 Thorndale Avenue | Bensenville,IL | — | 2,173,006 | 2,280,788 | 291,248 | 2,016,715 | 2,728,327 | 4,745,042 | 605,234 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1260-1274 Ellis Street | Bensenville,IL | — | * | 2,298,560 | 4,020,382 | 360,126 | 2,298,560 | 4,380,508 | 6,679,068 | 910,658 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
371-377 Meyer Road | Bensenville,IL | — | * | 1,903,423 | 3,563,953 | 581,650 | 1,903,423 | 4,145,603 | 6,049,026 | 835,950 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
350 North York Road | Bensenville, IL | 3,043,130 | — | (1,288,668 | ) | 1,754,462 | 4,763,320 | 6,517,782 | 1,668 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
850-880 Devon Ave | Bensenville,IL | — | * | 2,958,756 | 7,959,013 | 780,065 | 2,958,756 | 8,739,078 | 11,697,834 | 1,719,794 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
10 Emery Street | Bethlehem, PA | — | 5,591,216 | 32,941,818 | 8,083,706 | 8,947,574 | 37,669,166 | 46,616,740 | 6,155,898 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
2785 Commerce Center Boulevard | Bethlehem, PA | — | 11,961,623 | — | 46,707,077 | 12,009,985 | 46,658,715 | 58,668,700 | 7,007,059 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
1455 Remington Boulevard | Bolingbrook, IL | — | 2,501,294 | 10,704,719 | 26,008 | 2,501,294 | 10,730,727 | 13,232,021 | 1,725,320 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
150 E Crossroads Parkway | Bolingbrook, IL | — | * | 3,078,949 | 14,143,377 | 1,303,328 | 3,078,949 | 15,446,705 | 18,525,654 | 2,859,514 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
553 S Joliet Ave | Bolingbrook, IL | — | * | 3,764,831 | 15,109,947 | 2,933,005 | 3,764,831 | 18,042,952 | 21,807,783 | 3,595,146 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
400 Boulder Drive | Breinigsville, PA | — | 2,859,106 | — | 12,772,102 | 2,865,575 | 12,765,633 | 15,631,208 | 4,196,273 | 2003 | 5 - 40 | ||||||||||||||||||||||||||||
8201 Industrial Boulevard | Breinigsville, PA | — | 2,089,719 | — | 9,261,318 | 2,222,168 | 9,128,869 | 11,351,037 | 2,428,891 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
8451 Willard Drive | Breinigsville, PA | — | 8,752,708 | — | 40,889,400 | 11,511,499 | 38,130,609 | 49,642,108 | 12,471,964 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
860 Nestle Way | Breinigsville, PA | — | 8,118,881 | 18,885,486 | 7,522,275 | 8,118,881 | 26,407,761 | 34,526,642 | 11,645,718 | 2004 | 5 - 40 |
86
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
3525 Gravel Springs Road | Buford, GA | — | 1,391,065 | — | 5,767,103 | 1,629,677 | 5,528,491 | 7,158,168 | 219,606 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
3535 Gravel Springs Road | Buford, GA | — | 2,807,020 | — | 9,458,307 | 3,077,350 | 9,187,977 | 12,265,327 | 333,446 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
Tesco Trunking Station | Caldicott, UK | — | * | 5,755,835 | 20,336,288 | 29,673,532 | 5,755,835 | 23,917,697 | 29,673,532 | 200,687 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
100 Carolina Way | Carlisle, PA | — | 10,830,187 | 32,143,152 | 10,830,187 | 32,143,152 | 42,973,339 | 538,847 | 2017 | 5 - 40 | |||||||||||||||||||||||||||||
1485 Dennison Circle | Carlisle, PA | — | 4,249,868 | 13,886,039 | 2,344,063 | 4,095,262 | 16,384,708 | 20,479,970 | 7,258,566 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
40 Logistics Drive | Carlisle, PA | — | 7,981,850 | — | 33,016,988 | 8,081,272 | 32,917,566 | 40,998,838 | 6,179,664 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
105 Amor Avenue | Carlstadt, NJ | — | — | — | 7,529,232 | 5,229,867 | 2,299,365 | 7,529,232 | 30,122 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
135-195 East Elk Trail | Carol Stream, IL | — | 4,873,094 | 12,430,320 | 2,711,630 | 4,873,094 | 15,141,950 | 20,015,044 | 2,164,779 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
515 Kehoe Boulevard | Carol Stream, IL | — | 5,523,427 | 14,581,705 | 1,016,882 | 5,523,427 | 15,598,587 | 21,122,014 | 2,222,829 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1413 Bradley Lane | Carrollton, TX | — | * | 247,477 | 2,028,322 | 233,527 | 247,477 | 2,261,849 | 2,509,326 | 255,915 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
3200 Belmeade Drive | Carrollton, TX | — | 1,042,453 | 8,027,974 | 595,707 | 1,042,453 | 8,623,681 | 9,666,134 | 1,493,508 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
16325 S Avalon Blvd | Carson, CA | — | 26,432,369 | 19,669,675 | 387,002 | 26,476,167 | 20,012,879 | 46,489,046 | 669,481 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
1475 Nitterhouse Dr | Chambersburg, PA | — | 7,081,007 | 39,002,011 | 2,091,556 | 7,081,007 | 41,093,567 | 48,174,574 | 7,376,996 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
95 Kriner Road | Chambersburg, PA | — | 8,695,501 | — | 35,058,041 | 9,407,871 | 34,345,671 | 43,753,542 | 10,389,249 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
9000 109th Street | Champlin, MN | — | 1,251,043 | 11,662,995 | 119,919 | 1,251,043 | 11,782,914 | 13,033,957 | 2,461,549 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
11701 Goodrich Drive | Charlotte, NC | — | 2,054,621 | 6,356,151 | 1,022,332 | 2,054,621 | 7,378,482 | 9,433,103 | 1,633,427 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12810 Virkler Drive | Charlotte, NC | — | 475,368 | 2,367,586 | 921,907 | 476,262 | 3,288,598 | 3,764,860 | 662,261 | 2010 | 5 - 40 | ||||||||||||||||||||||||||||
2700 Hutchison McDonald Road | Charlotte, NC | — | 912,500 | 4,721,259 | 366,811 | 912,500 | 5,088,070 | 6,000,570 | 1,049,544 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
2701 Hutchison McDonald Road | Charlotte, NC | — | 1,275,000 | 4,649,750 | 684,784 | 1,275,000 | 5,334,534 | 6,609,534 | 1,115,197 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
2730 Hutchison McDonald Road | Charlotte, NC | — | 1,878,750 | 10,129,499 | 170,089 | 1,878,750 | 10,299,588 | 12,178,338 | 1,967,588 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
2801 Hutchison McDonald Road | Charlotte, NC | — | 1,065,000 | 6,975,250 | 813,680 | 1,065,000 | 7,788,930 | 8,853,930 | 1,490,060 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
3000 Crosspoint Center Lane | Charlotte, NC | — | 1,831,250 | 10,779,412 | 1,146,648 | 1,831,250 | 11,926,060 | 13,757,310 | 2,435,771 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
3005 Crosspoint Center Lane | Charlotte, NC | — | 1,990,000 | 6,561,540 | 1,169,186 | 1,990,000 | 7,730,726 | 9,720,726 | 1,619,220 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
4045 Perimeter West Drive | Charlotte, NC | — | 1,418,928 | 7,511,050 | 631,990 | 1,418,928 | 8,143,040 | 9,561,968 | 1,703,407 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
4047 Perimeter West Drive | Charlotte, NC | — | 1,279,004 | — | 6,399,096 | 1,279,004 | 6,399,096 | 7,678,100 | 1,281,462 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
4525 Statesville Road | Charlotte, NC | — | 841,250 | 5,279,315 | 667,246 | 837,144 | 5,950,667 | 6,787,811 | 1,047,780 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
4835 Sirona Drive | Charlotte, NC | 3,194,355 | 690,750 | 5,086,388 | 94,118 | 690,750 | 5,180,506 | 5,871,256 | 865,138 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
4925 Sirona Drive | Charlotte, NC | 3,227,439 | 603,003 | 4,969,011 | 152,435 | 603,003 | 5,121,446 | 5,724,449 | 968,523 | 2012 | 5 - 40 |
87
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
5032 Sirona Drive | Charlotte, NC | — | 1,416,763 | — | 9,030,334 | 1,416,763 | 9,030,334 | 10,447,097 | 776,614 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
5033 Sirona Drive | Charlotte, NC | 2,753,026 | 509,247 | 4,710,218 | 165,463 | 613,962 | 4,770,966 | 5,384,928 | 831,612 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
5039 Sirona Drive | Charlotte, NC | — | 1,027,500 | 6,172,807 | 62,651 | 1,027,500 | 6,235,458 | 7,262,958 | 670,560 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
8910 Pioneer Avenue | Charlotte, NC | — | 527,873 | 4,959,206 | 360,419 | 527,873 | 5,319,625 | 5,847,498 | 983,509 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
8916 Pioneer Avenue | Charlotte, NC | — | 557,730 | 5,785,333 | 555,839 | 557,730 | 6,341,172 | 6,898,902 | 1,372,889 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
8924 Pioneer Avenue | Charlotte, NC | — | 654,713 | 5,365,823 | (55,823 | ) | 654,713 | 5,310,000 | 5,964,713 | 269,234 | 2016 | 5 - 40 | |||||||||||||||||||||||||||
3923 Shutterfly Road | Charlotte, NC | — | — | — | 9,967,121 | 895,209 | 9,071,912 | 9,967,121 | 70,798 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
3929 Shutterfly Road | Charlotte, NC | — | 592,233 | — | 581,457 | 1,173,690 | 10,559,454 | 11,733,144 | 217,685 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
2601 Indian River Road | Chesapeake, VA | — | * | 1,711,746 | 10,418,032 | 493,191 | 1,711,746 | 10,911,223 | 12,622,969 | 1,970,775 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1540 S 54th Avenue | Cicero, IL | — | 3,540,236 | 20,130,552 | 928,916 | 3,540,236 | 21,059,468 | 24,599,704 | 3,668,514 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
4650 Lake Forest Drive | Cincinnati, OH | — | 1,030,242 | 4,003,024 | 388,666 | 1,030,242 | 4,391,689 | 5,421,931 | 870,081 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
4750 Lake Forest Drive | Cincinnati, OH | — | 1,138,166 | 5,914,789 | 240,972 | 1,138,166 | 6,155,761 | 7,293,927 | 1,122,251 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
15025 Proctor Ave | City of Industry, CA | — | — | — | 27,991,514 | 16,149,929 | 11,841,585 | 27,991,514 | 26,802 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
9645 Gerwig Lane | Columbia, MD | — | 1,915,960 | 6,461,228 | 507,087 | 1,915,960 | 6,968,315 | 8,884,275 | 1,143,213 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2550 John Glenn Avenue | Columbus, OH | — | 540,601 | 5,129,342 | 1,072,491 | 540,601 | 6,201,833 | 6,742,434 | 1,046,557 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3800 Twin Creeks Drive | Columbus, OH | — | 549,393 | 4,643,302 | 481,884 | 549,393 | 5,125,186 | 5,674,579 | 891,452 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
5959 Randolph St | Commerce, CA | — | — | — | 88,344,713 | 34,612,210 | 53,732,503 | 88,344,713 | 1,313,050 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
330 South Royal Lane | Coppell, TX | — | 2,091,426 | — | 11,402,502 | 2,091,426 | 11,402,502 | 13,493,928 | 1,288,604 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
455 Airline Drive | Coppell, TX | — | * | 312,701 | 2,311,531 | 489,677 | 312,701 | 2,801,208 | 3,113,909 | 606,996 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
2130 Baldwin Avenue | Crofton, MD | — | 3,172,032 | 7,350,782 | 418,907 | 3,172,032 | 7,769,689 | 10,941,721 | 1,450,318 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
11020 Holly Lane | Dayton, MN | — | 2,536,731 | — | 12,279,946 | 2,536,731 | 12,279,946 | 14,816,677 | 786,823 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
329-333 Herrod Blvd | Dayton, NJ | — | * | 4,039,559 | 20,863,051 | 2,285,014 | 4,039,559 | 23,148,065 | 27,187,624 | 4,102,628 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1250 Hall Court | Deer Park, TX | — | 829,570 | 4,778,327 | 171,544 | 831,611 | 4,947,830 | 5,779,441 | 1,575,091 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
333 Howard Avenue | Des Plaines, IL | — | 7,928,724 | — | 14,263,106 | 7,928,724 | 14,263,106 | 22,191,830 | 1,330,094 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
131 Aldersgate Street & 14 -17 Carthusian Street | Douglas, UK | — | 3,594,064 | 1,301,980 | — | 3,594,064 | 1,301,980 | 4,896,044 | 8,199 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
1680 Executive Drive | Duluth, GA | — | 1,928,412 | 4,651,819 | 1,154,075 | 1,928,412 | 5,805,894 | 7,734,306 | 1,268,370 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1700 Executive Drive | Duluth, GA | — | 1,082,072 | 2,496,599 | 625,991 | 1,082,072 | 3,122,590 | 4,204,662 | 776,229 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2670 Breckinridge Blvd | Duluth, GA | — | 1,676,415 | 4,567,592 | 980,381 | 1,676,415 | 5,547,974 | 7,224,389 | 1,104,805 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
170 Parkway West | Duncan, SC | — | 598,348 | 3,643,756 | 1,228,006 | 598,918 | 4,871,192 | 5,470,110 | 1,448,618 | 2006 | 5 - 40 |
88
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
190 Parkway West | Duncan, SC | — | 551,663 | 3,310,993 | 251,300 | 552,211 | 3,561,744 | 4,113,955 | 1,166,823 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
265 Parkway East | Duncan, SC | — | 901,444 | 5,751,389 | 193,199 | 902,374 | 5,943,658 | 6,846,032 | 2,239,383 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
285 Parkway East | Duncan, SC | — | 975,433 | 5,851,990 | 1,173,262 | 976,393 | 7,024,292 | 8,000,685 | 2,105,505 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
1000 Parliament Court | Durham, NC | — | 2,229,000 | 7,064,506 | 985,898 | 2,229,000 | 8,050,404 | 10,279,404 | 978,653 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
4226 Surles Court | Durham, NC | — | 1,440,000 | 7,932,265 | 306,380 | 1,440,000 | 8,238,645 | 9,678,645 | 1,247,620 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
4227 Surles Court | Durham, NC | — | 1,500,000 | 5,624,030 | 234,711 | 1,500,000 | 5,858,740 | 7,358,740 | 692,281 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
4234 Surles Court | Durham, NC | — | 1,440,000 | 7,356,161 | (11,072 | ) | 1,440,000 | 7,345,089 | 8,785,089 | 982,836 | 2014 | 5 - 40 | |||||||||||||||||||||||||||
4300 Emperor Center | Durham, NC | — | 1,576,500 | 4,240,961 | 189,629 | 1,576,500 | 4,430,590 | 6,007,090 | 549,462 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
1951 TW Alexander Drive | Durham, NC | — | 1,115,595 | — | 3,644,168 | 1,324,734 | 3,435,029 | 4,759,763 | 188,268 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
1953 TW Alexander Drive | Durham, NC | — | 2,402,820 | — | 6,586,494 | 2,853,273 | 6,136,041 | 8,989,314 | 291,107 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
1955 TW Alexander Drive | Durham, NC | — | 758,503 | — | 9,120,096 | 2,453,348 | 7,425,251 | 9,878,599 | 71,932 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
1957 TW Alexander Drive | Durham, NC | — | 1,844,943 | — | 7,950,175 | 3,091,046 | 6,704,072 | 9,795,118 | 411,361 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
3169 Dodd Road | Eagan, MN | — | 988,594 | 6,586,907 | 225,918 | 988,594 | 6,812,825 | 7,801,419 | 1,184,526 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
3711 Kennebec Drive | Eagan, MN | — | 999,702 | 4,042,589 | (934 | ) | 999,702 | 4,041,655 | 5,041,357 | 866,480 | 2011 | 5 - 40 | |||||||||||||||||||||||||||
917 Lone Oak Road | Eagan, MN | — | * | 1,493,115 | 6,120,455 | 986,900 | 1,493,115 | 7,107,355 | 8,600,470 | 1,453,058 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
10301-10305 West 70th Street | Eden Prairie, MN | — | 120,622 | 1,085,226 | 297,669 | 105,657 | 1,397,860 | 1,503,517 | 756,571 | 1984 | 5 - 40 | ||||||||||||||||||||||||||||
10321 West 70th Street | Eden Prairie, MN | — | 145,198 | 1,305,700 | 601,349 | 127,181 | 1,925,066 | 2,052,247 | 1,047,920 | 1984 | 5 - 40 | ||||||||||||||||||||||||||||
10333 West 70th Street | Eden Prairie, MN | — | 110,746 | 995,868 | 330,889 | 97,003 | 1,340,500 | 1,437,503 | 702,253 | 1984 | 5 - 40 | ||||||||||||||||||||||||||||
10349-10357 West 70th Street | Eden Prairie, MN | — | 275,903 | 2,481,666 | 945,812 | 241,667 | 3,461,714 | 3,703,381 | 1,957,160 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
10365-10375 West 70th Street | Eden Prairie, MN | — | 291,077 | 2,618,194 | 1,575,676 | 255,683 | 4,229,264 | 4,484,947 | 2,057,137 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
10393-10394 West 70th Street | Eden Prairie, MN | — | 269,618 | 2,423,318 | 2,574,661 | 236,903 | 5,030,694 | 5,267,597 | 2,510,427 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
7078 Shady Oak Road | Eden Prairie, MN | — | 343,093 | 3,085,795 | 1,624,490 | 336,481 | 4,716,897 | 5,053,378 | 2,838,868 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
1075 King George Post Road | Edison, NJ | — | — | — | — | — | 14,468,904 | 14,468,904 | 319,235 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
1 Truman Drive South | Edison, NJ | — | 27,862,573 | 19,426,947 | 1,000,379 | 27,909,534 | 20,380,365 | 48,289,899 | 655,915 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
2250 Arthur Avenue | Elk Grove, IL | — | 1,403,196 | 2,386,396 | 149,086 | 1,403,196 | 2,535,482 | 3,938,678 | 477,737 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
6600 Business Parkway | Elkridge, MD | — | 3,680,220 | 14,671,910 | 701,811 | 3,680,220 | 15,373,721 | 19,053,941 | 2,426,083 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
6675 Business Parkway | Elkridge, MD | — | * | 2,421,854 | 9,730,192 | 1,062,508 | 2,421,854 | 10,792,700 | 13,214,554 | 1,723,311 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
7351 Coca Cola Drive | Elkridge, MD | — | 1,897,044 | — | 7,438,573 | 3,023,417 | 6,312,200 | 9,335,617 | 2,162,388 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
21705-21707 Mississippi Street | Elwood, IL | — | 10,594,259 | 30,329,802 | 1,560,421 | 10,594,259 | 31,890,224 | 42,484,483 | 6,130,681 | 2011 | 5 - 40 |
89
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
27143 Elwood International Port Road | Elwood, IL | — | 6,022,000 | 5,612,934 | 587,424 | 6,022,000 | 6,200,358 | 12,222,358 | 1,261,705 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
1800 Donaldson Road | Erlanger, KY | — | — | 13,211,604 | 925,430 | — | 14,137,034 | 14,137,034 | 4,921,421 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
6880 Fairfield Drive | Fairfield, OH | — | 412,136 | 3,029,177 | 146,362 | 412,136 | 3,175,539 | 3,587,675 | 556,807 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
7000-7018 Fairfield Business | Fairfield, OH | — | 367,925 | 2,205,817 | 177,642 | 386,928 | 2,364,456 | 2,751,384 | 404,637 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
10721 Jasmine Street | Fontana, CA | — | 11,427,061 | 23,784,779 | 3,332,270 | 11,427,061 | 27,117,049 | 38,544,110 | 2,642,439 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
2000 Southpointe Dr | Forest Park, GA | — | 756,221 | 9,115,626 | 619,869 | 756,221 | 9,735,495 | 10,491,716 | 1,726,418 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1400 NW 65th Place | Fort Lauderdale, FL | — | 545,480 | 2,540,210 | 85,911 | 545,480 | 2,626,121 | 3,171,601 | 417,925 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
6500 NW 12th Avenue | Fort Lauderdale, FL | — | — | 3,064,734 | 477,057 | — | 3,541,791 | 3,541,791 | 694,531 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
6501 NW 12th Avenue | Fort Lauderdale, FL | — | 519,984 | 2,677,465 | 312,769 | 519,984 | 2,990,234 | 3,510,218 | 461,790 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
6600 NW 12th Avenue | Fort Lauderdale, FL | — | — | 2,988,181 | 377,561 | — | 3,365,742 | 3,365,742 | 629,720 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
11222 Melrose Avenue | Franklin Park, IL | — | 2,999,106 | 4,658,605 | 103,693 | 2,999,106 | 4,762,298 | 7,761,404 | 458,865 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
9601 Cosner Drive | Fredericksburg, VA | — | 475,262 | 3,917,234 | 387,586 | 475,262 | 4,304,820 | 4,780,082 | 2,536,776 | 1995 | 5 - 40 | ||||||||||||||||||||||||||||
5410 - 5430 Northwest 33rd Avenue | Ft. Lauderdale, FL | — | 603,776 | 4,176,238 | 2,081,367 | 625,111 | 6,236,270 | 6,861,381 | 3,556,017 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
12601 Industry Street | Garden Grove, CA | — | 2,048,143 | 1,088,697 | 70,518 | 2,048,143 | 1,159,215 | 3,207,358 | 326,128 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12641 Industry Street | Garden Grove, CA | — | 3,766,822 | 2,539,214 | 132,812 | 3,766,822 | 2,672,026 | 6,438,848 | 496,032 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12681-12691 Pala Drive | Garden Grove, CA | — | 5,221,102 | 3,225,596 | 91,960 | 5,220,148 | 3,318,510 | 8,538,658 | 458,102 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
1720 West 135th Street | Gardena, CA | — | 7,423,389 | — | 13,111,573 | 7,427,353 | 13,107,609 | 20,534,962 | 315,243 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
850 S Jupiter Road | Garland, TX | — | 799,707 | 6,122,065 | 525,135 | 799,707 | 6,647,200 | 7,446,907 | 1,228,448 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2510 W Main Street | Grand Prairie, TX | — | * | 1,785,741 | 11,158,818 | 2,350,115 | 1,785,741 | 13,508,933 | 15,294,674 | 2,629,047 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
4251 North Highway 121 | Grapevine, TX | — | * | 1,165,780 | 7,799,270 | 422,213 | 1,165,780 | 8,221,482 | 9,387,262 | 1,615,287 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1150 Pleasant Ridge Road | Greensboro, NC | — | 1,547,811 | — | 14,343,114 | 3,712,683 | 12,178,242 | 15,890,925 | 3,249,276 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
25 Brookfield Oaks Drive | Greenville, SC | — | 288,823 | 3,441,512 | 174,541 | 288,823 | 3,616,053 | 3,904,876 | 492,665 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
45 Brookfield Oaks Drive | Greenville, SC | — | 818,114 | — | 4,789,031 | 825,529 | 4,781,616 | 5,607,145 | 1,415,767 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
2011 Southtech Drive | Greenwood, IN | — | 223,702 | 3,574,142 | 397,081 | 223,702 | 3,971,223 | 4,194,925 | 816,565 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2121 Southtech Drive | Greenwood, IN | — | 272,823 | 3,606,920 | 439,628 | 272,823 | 4,046,549 | 4,319,372 | 1,042,735 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
800 Commerce Parkway West Dr | Greenwood, IN | — | 1,374,664 | 29,963,830 | 1,822,379 | 1,374,664 | 31,786,209 | 33,160,873 | 5,435,338 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
110 Caliber Ridge Dr | Greer, SC | — | 555,549 | — | 6,559,671 | 1,241,531 | 5,873,689 | 7,115,220 | 617,188 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
120 Caliber Ridge Dr | Greer, SC | — | 1,243,100 | — | 6,603,075 | 1,255,751 | 6,590,424 | 7,846,175 | 775,442 | 2016 | 5 - 40 |
90
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
130 Caliber Ridge Dr | Greer, SC | — | 1,171,160 | — | 6,045,014 | 1,183,811 | 6,032,363 | 7,216,174 | 516,768 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
140 Caliber Ridge Drive | Greer, SC | — | 1,243,100 | — | 6,460,294 | 1,255,751 | 6,447,643 | 7,703,394 | 794,243 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2980 Green Road | Greer, SC | — | 16,338 | — | 3,732,191 | 729,479 | 3,019,050 | 3,748,529 | 54,419 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
2988 Green Road | Greer, SC | — | 2,271,948 | — | 6,597,878 | 2,095,033 | 6,774,793 | 8,869,826 | 230,529 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
125 Caliber Ridge Drive | Greer, SC | — | 464,237 | — | 5,839,813 | 1,311,956 | 4,992,094 | 6,304,050 | 1,273,039 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
2727 London Groveport Road | Groveport, OH | — | 1,875,607 | 11,937,935 | 3,165,643 | 1,875,607 | 15,103,578 | 16,979,185 | 2,654,726 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
11835 Newgate Boulevard | Hagerstown, MD | — | 14,121,622 | — | 23,034,177 | 14,121,622 | 23,034,177 | 37,155,799 | 2,843,048 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
11841 Newgate Boulevard | Hagerstown, MD | — | 3,356,207 | — | 30,724,476 | 9,741,685 | 24,338,998 | 34,080,683 | 7,316,216 | 2008 | 5 - 40 | ||||||||||||||||||||||||||||
1560 Hunter Road | Hanover Park, IL | — | * | 2,639,734 | 12,310,741 | 1,073,860 | 2,639,734 | 13,384,601 | 16,024,335 | 2,332,845 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1575 Hunter Road | Hanover Park, IL | — | * | 3,293,284 | 17,235,926 | 1,200,560 | 3,293,284 | 18,436,486 | 21,729,770 | 3,102,059 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
7361 Coca Cola Drive | Hanover, MD | — | 2,245,187 | — | 9,667,649 | 3,822,710 | 8,090,126 | 11,912,836 | 1,974,018 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
7460 New Ridge Road | Hanover, MD | — | 3,785,446 | — | 8,144,397 | 3,796,023 | 8,133,820 | 11,929,843 | 868,037 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
7462 New Ridge Road | Hanover, MD | — | 4,059,337 | — | 7,490,949 | 4,070,629 | 7,479,657 | 11,550,286 | 699,111 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
500 McCarthy Drive | Harrisburg, PA | — | 5,194,872 | 19,991,436 | 5,018,136 | 5,687,013 | 24,517,431 | 30,204,444 | 9,708,214 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
600 Industrial Drive | Harrisburg, PA | — | 7,743,800 | — | 28,146,140 | 9,368,557 | 26,521,383 | 35,889,940 | 8,493,295 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
7195 Grayson Road | Harrisburg, PA | — | 464,534 | 6,066,272 | 237,152 | 464,534 | 6,303,424 | 6,767,958 | 998,330 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
7253 Grayson Road | Harrisburg, PA | — | 954,130 | 10,585,367 | 544,460 | 954,130 | 11,129,827 | 12,083,957 | 1,792,344 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
12537 Cerise Avenue | Hawthorne, CA | — | 2,203,194 | 5,758,809 | 1,481,588 | 2,203,194 | 7,240,397 | 9,443,591 | 973,565 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1010 Petersburg Road | Hebron, KY | — | 305,471 | 5,434,505 | (819,916 | ) | 305,471 | 4,614,589 | 4,920,060 | 817,398 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
785 Lindbergh Court | Hebron, KY | — | 401,410 | 3,087,899 | 437,960 | 401,410 | 3,525,859 | 3,927,269 | 705,925 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
805 Lindbergh Court | Hebron, KY | — | 292,096 | 2,502,486 | 163,618 | 292,096 | 2,666,103 | 2,958,199 | 547,438 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
825 Lindbergh Court | Hebron, KY | — | 370,149 | 3,095,116 | 442,314 | 370,149 | 3,537,431 | 3,907,580 | 721,514 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
845 Lindbergh Court | Hebron, KY | — | 444,318 | 3,811,889 | 399,366 | 444,318 | 4,211,255 | 4,655,573 | 814,352 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
4198 Eagle Hill Drive | High Point, NC | — | 94,274 | — | 6,288,127 | 791,880 | 5,590,521 | 6,382,401 | 1,783,401 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
4183 Eagle Hill Drive | High Point, NC | — | 122,203 | — | 3,214,675 | 526,266 | 2,810,612 | 3,336,878 | 1,406,053 | 2001 | 5 - 40 | ||||||||||||||||||||||||||||
4189 Eagle Hill Drive | High Point, NC | — | 100,106 | — | 3,582,494 | 431,106 | 3,251,494 | 3,682,600 | 1,568,325 | 2001 | 5 - 40 | ||||||||||||||||||||||||||||
4193 Eagle Hill Drive | High Point, NC | — | 107,586 | — | 3,522,376 | 505,700 | 3,124,262 | 3,629,962 | 970,547 | 2004 | 5 - 40 |
91
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
4328, 4336 Federal Drive | High Point, NC | — | 521,122 | — | 5,531,390 | 825,092 | 5,227,420 | 6,052,512 | 2,697,862 | 1995 | 5 - 40 | ||||||||||||||||||||||||||||
4344 Federal Drive | High Point, NC | — | 484,001 | — | 3,185,404 | 173,623 | 3,495,782 | 3,669,405 | 1,967,845 | 1996 | 5 - 40 | ||||||||||||||||||||||||||||
4380 Federal Drive | High Point, NC | — | 282,996 | — | 2,209,513 | 283,368 | 2,209,141 | 2,492,509 | 1,273,523 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
4388 Federal Drive | High Point, NC | — | 143,661 | — | 1,214,707 | 132,655 | 1,225,713 | 1,358,368 | 694,546 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
4475 Premier Drive | High Point, NC | — | 748,693 | — | 6,918,129 | 1,525,421 | 6,141,401 | 7,666,822 | 1,581,382 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
4485 Premier Drive | High Point, NC | — | 1,827,595 | — | 6,509,786 | 1,827,595 | 6,509,786 | 8,337,381 | 375,031 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
4500 Green Point Drive | High Point, NC | — | 230,622 | — | 2,878,225 | 231,692 | 2,877,155 | 3,108,847 | 1,721,076 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
4501 Green Point Drive | High Point, NC | — | 319,289 | — | 2,941,886 | 320,450 | 2,940,725 | 3,261,175 | 1,891,827 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
4523 Green Point Drive | High Point, NC | — | 234,564 | — | 3,319,067 | 235,698 | 3,317,933 | 3,553,631 | 2,339,202 | 1988 | 5 - 40 | ||||||||||||||||||||||||||||
4524 Green Point Drive | High Point, NC | — | 182,810 | — | 2,848,066 | 183,888 | 2,846,988 | 3,030,876 | 1,912,071 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
Unit 5 Logix Road | Hinckley, UK | * | 10,547,677 | 29,691,911 | (9,562,316 | ) | 8,128,152 | 22,549,120 | 30,677,272 | 3,504,963 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
1000 South Loop West | Houston, TX | — | * | 509,351 | 3,549,504 | 994,350 | 509,351 | 4,543,854 | 5,053,205 | 993,896 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
10241 W Little York Rd | Houston, TX | — | 558,491 | 5,740,552 | 138,801 | 558,491 | 5,879,353 | 6,437,844 | 924,356 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
10245 W Little York Rd | Houston, TX | — | 426,927 | 3,460,513 | 525,045 | 426,927 | 3,985,558 | 4,412,485 | 934,656 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
10301 Round Up Lane | Houston, TX | — | 545,501 | 2,927,700 | 1,418,126 | 545,501 | 4,345,825 | 4,891,326 | 723,469 | 2010 | 5 - 40 | ||||||||||||||||||||||||||||
10305 Round Up Lane | Houston, TX | — | 1,340,609 | 7,489,720 | 3,263,257 | 1,340,609 | 10,752,976 | 12,093,585 | 2,762,324 | 2010 | 5 - 40 | ||||||||||||||||||||||||||||
1050 Greens Parkway | Houston, TX | — | 973,482 | — | 3,531,502 | 992,093 | 3,512,891 | 4,504,984 | 375,462 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
10607 Haddington Drive | Houston, TX | — | * | 201,469 | 1,631,561 | 160,347 | 201,469 | 1,791,909 | 1,993,378 | 345,323 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
10735 West Little York Road | Houston, TX | — | 1,110,988 | 6,351,946 | 3,158,530 | 1,135,483 | 9,485,981 | 10,621,464 | 3,706,395 | 2000 | 5 - 40 | ||||||||||||||||||||||||||||
10739 West Little York Road | Houston, TX | — | 797,931 | 5,950,894 | 476,655 | 799,560 | 6,425,920 | 7,225,480 | 2,606,566 | 1999 | 5 - 40 | ||||||||||||||||||||||||||||
11201 Greens Crossing Boulevard | Houston, TX | — | 1,006,194 | 5,412,584 | 2,619,384 | 1,008,542 | 8,029,620 | 9,038,162 | 2,712,516 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
11220 Ella Boulevard | Houston, TX | — | 1,505,855 | — | 8,073,136 | 1,534,644 | 8,044,347 | 9,578,991 | 734,400 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1283 N Post Oak Rd | Houston, TX | — | * | 80,730 | 870,656 | 146,624 | 80,730 | 1,017,280 | 1,098,010 | 228,608 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1287 N Post Oak Rd | Houston, TX | — | * | 146,654 | 1,620,780 | 63,282 | 146,654 | 1,684,061 | 1,830,715 | 334,126 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1291 N Post Oak Rd | Houston, TX | — | * | 510,102 | 4,129,042 | 602,376 | 510,102 | 4,731,418 | 5,241,520 | 938,895 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1416 N Sam Houston Parkway E | Houston, TX | — | * | 218,850 | 1,639,902 | 569,056 | 218,850 | 2,208,957 | 2,427,807 | 517,674 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1420 N Sam Houston Parkway E | Houston, TX | — | * | 211,279 | 1,554,156 | 291,238 | 211,279 | 1,845,394 | 2,056,673 | 308,944 | 2013 | 5 - 40 |
92
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
14200 Hollister Road | Houston, TX | — | 1,396,794 | — | 4,960,165 | 1,699,632 | 4,657,327 | 6,356,959 | 792,722 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
1424 N Sam Houston Parkway E | Houston, TX | — | * | 283,107 | 2,077,323 | 423,815 | 283,107 | 2,501,138 | 2,784,245 | 488,242 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1428 N Sam Houston Parkway E | Houston, TX | — | * | 367,446 | 1,952,453 | 464,576 | 367,446 | 2,417,028 | 2,784,474 | 450,680 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
14300 Hollister Road | Houston, TX | — | * | 1,377,193 | — | 5,613,585 | 1,388,292 | 5,602,486 | 6,990,778 | 850,061 | 2014 | 5 - 40 | |||||||||||||||||||||||||||
14400 Hollister Road | Houston, TX | — | * | 1,830,419 | — | 7,162,866 | 1,838,166 | 7,155,119 | 8,993,285 | 2,203,839 | 2012 | 5 - 40 | |||||||||||||||||||||||||||
15102 Sommermeyer St | Houston, TX | — | 755,121 | 3,155,774 | 249,394 | 755,121 | 3,405,168 | 4,160,289 | 661,680 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
15150 Sommermeyer St | Houston, TX | — | 418,580 | 1,564,587 | 264,824 | 418,580 | 1,829,411 | 2,247,991 | 391,559 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
16330 Central Green Boulevard | Houston, TX | — | 1,540,109 | — | 8,519,116 | 1,966,472 | 8,092,753 | 10,059,225 | 1,011,409 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
16405 Air Center Boulevard | Houston, TX | — | 438,853 | 3,030,396 | 1,194,986 | 438,853 | 4,225,382 | 4,664,235 | 2,053,640 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
16420 West Hardy Road | Houston, TX | — | 529,876 | 3,267,872 | 374,162 | 529,876 | 3,642,034 | 4,171,910 | 701,597 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
16445 Air Center Boulevard | Houston, TX | — | 363,339 | 2,509,186 | 325,072 | 363,339 | 2,834,258 | 3,197,597 | 1,436,619 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
1646 Rankin Road | Houston, TX | — | 329,961 | — | 5,033,129 | 592,234 | 4,770,856 | 5,363,090 | 1,690,069 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
1655 Townhurst Drive | Houston, TX | — | * | 197,226 | 935,036 | 566,781 | 197,226 | 1,501,817 | 1,699,043 | 420,556 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
16580 Air Center Boulevard | Houston, TX | — | 289,000 | 3,559,857 | 1,325,263 | 289,000 | 4,885,121 | 5,174,121 | 2,243,816 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
16602 Central Green Boulevard | Houston, TX | — | 284,403 | — | 5,462,498 | 503,779 | 5,243,122 | 5,746,901 | 1,824,292 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
16605 Air Center Boulevard | Houston, TX | — | 298,999 | — | 3,423,751 | 496,186 | 3,226,564 | 3,722,750 | 1,357,158 | 2002 | 5 - 40 | ||||||||||||||||||||||||||||
1665 Townhurst Drive | Houston, TX | — | * | 452,439 | 2,016,585 | 594,268 | 452,439 | 2,610,852 | 3,063,291 | 462,530 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
16680 Central Green Boulevard | Houston, TX | — | 311,952 | — | 3,714,116 | 492,869 | 3,533,199 | 4,026,068 | 957,760 | 2001 | 5 - 40 | ||||||||||||||||||||||||||||
16685 Air Center Boulevard | Houston, TX | — | 414,691 | — | 2,459,178 | 414,691 | 2,459,178 | 2,873,869 | 884,382 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
1755 Trans Central Drive | Houston, TX | — | 293,534 | 3,036,269 | 1,476,893 | 306,147 | 4,500,549 | 4,806,696 | 1,863,536 | 1999 | 5 - 40 | ||||||||||||||||||||||||||||
4301 S Pinemont Dr | Houston, TX | — | * | 226,973 | 1,174,979 | 174,177 | 226,973 | 1,349,156 | 1,576,129 | 349,730 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
4401 S Pinemont Dr | Houston, TX | — | * | 244,240 | 1,412,622 | 247,951 | 244,240 | 1,660,573 | 1,904,813 | 397,128 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
4501 S Pinemont Dr | Houston, TX | — | * | 252,907 | 1,504,053 | 229,239 | 252,907 | 1,733,292 | 1,986,199 | 291,990 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
5200 N. Sam Houston Parkway | Houston, TX | — | 1,519,458 | 7,135,548 | 4,015,803 | 1,520,074 | 11,150,735 | 12,670,809 | 3,864,134 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
5250 N. Sam Houston Parkway | Houston, TX | — | 2,173,287 | 8,868,256 | 3,086,989 | 2,173,942 | 11,954,590 | 14,128,532 | 3,320,014 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
5500 N. Sam Houston Parkway West | Houston, TX | — | 1,243,541 | — | 6,540,529 | 1,513,152 | 6,270,918 | 7,784,070 | 1,549,152 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
8017 Pinemont Drive | Houston, TX | — | 900,953 | 5,323,727 | 912,329 | 900,953 | 6,236,056 | 7,137,009 | 973,047 | 2013 | 5 - 40 |
93
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
8272 El Rio Street | Houston, TX | — | * | 530,494 | 4,108,626 | 384,828 | 530,494 | 4,493,454 | 5,023,948 | 818,718 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
8282 El Rio Street | Houston, TX | — | * | 450,422 | 3,304,942 | 1,139,437 | 450,422 | 4,444,379 | 4,894,801 | 963,774 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
8301 Fallbrook Drive | Houston, TX | — | 4,515,862 | — | 26,997,764 | 7,083,514 | 24,430,112 | 31,513,626 | 6,949,197 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
8303 Fallbrook Drive | Houston, TX | — | 4,613,370 | — | 15,863,256 | 4,310,317 | 16,166,309 | 20,476,626 | 1,441,378 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
850 Greens Parkway | Houston, TX | — | 2,893,405 | 11,593,197 | 2,996,106 | 2,899,861 | 14,582,846 | 17,482,707 | 4,188,653 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
860 Greens Parkway | Houston, TX | — | 1,399,365 | 6,344,650 | 1,542,047 | 1,374,012 | 7,912,050 | 9,286,062 | 2,149,728 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
8801-19 & 8821-49 Fallbrook Drive | Houston, TX | — | 2,290,001 | 15,297,141 | 4,618,108 | 2,290,002 | 19,915,248 | 22,205,250 | 7,285,061 | 2000 | 5 - 40 | ||||||||||||||||||||||||||||
8802-8824 Fallbrook Drive | Houston, TX | — | 2,774,995 | 6,364,767 | 2,074,557 | 2,775,021 | 8,439,297 | 11,214,318 | 2,926,974 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
8825-8839 N Sam Houston Pkwy | Houston, TX | — | 638,453 | 3,258,815 | 816,626 | 638,477 | 4,075,416 | 4,713,893 | 1,591,430 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
8850-8872 Fallbrook Drive | Houston, TX | — | 504,317 | 2,878,351 | 1,932,869 | 504,341 | 4,811,196 | 5,315,537 | 1,938,527 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
16200 Central Green Blvd | Houston, TX | — | 1,748,348 | — | 9,341,500 | 2,120,319 | 8,969,529 | 11,089,848 | 1,677,897 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
5430 FAA Boulevard | Irving, TX | — | 2,245,346 | — | 11,718,442 | 3,198,031 | 10,765,757 | 13,963,788 | 406,660 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
951 Valleyview Lane | Irving, TX | — | 3,899,824 | — | 14,197,000 | 5,554,903 | 12,541,921 | 18,096,824 | 539,219 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
Unit A Kingsbury Road, Midpoint Boulevard | Isle of Man, UK | — | * | 11,888,058 | 35,003,668 | (10,913,850 | ) | 9,161,064 | 26,816,812 | 35,977,876 | 3,996,861 | 2013 | 5 - 40 | ||||||||||||||||||||||||||
1011 N Hilltop Drive | Itasca, IL | — | 842,043 | 984,087 | 205,986 | 842,043 | 1,190,073 | 2,032,116 | 240,394 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1035 N Hilltop Drive | Itasca, IL | — | 875,172 | 2,071,051 | 124,976 | 875,172 | 2,196,028 | 3,071,200 | 369,876 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1549 W Glenlake Avenue | Itasca, IL | — | 1,339,627 | 3,763,288 | 203,472 | 1,339,627 | 3,966,759 | 5,306,386 | 673,782 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
901 N Hilltop Drive | Itasca, IL | — | 866,378 | 2,112,616 | 47,808 | 866,378 | 2,160,424 | 3,026,802 | 331,220 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
925 N Hilltop Drive | Itasca, IL | — | 945,251 | 2,010,181 | 177,500 | 945,251 | 2,187,681 | 3,132,932 | 308,760 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
8241 Sandy Court | Jessup, MD | — | 1,246,618 | 6,844,393 | 1,445,551 | 1,246,618 | 8,289,943 | 9,536,561 | 1,324,901 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
8242 Sandy Court | Jessup, MD | — | 1,488,746 | 9,072,440 | 1,536,444 | 1,488,746 | 10,608,884 | 12,097,630 | 1,928,648 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
8246 Sandy Court | Jessup, MD | — | 590,922 | 3,374,522 | 478,590 | 590,922 | 3,853,112 | 4,444,034 | 575,919 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
19 Crows Mill Road | Keasbey, NJ | — | — | — | 41,975,226 | 25,067,669 | 16,907,557 | 41,975,226 | 125,138 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
1305 Chastain Road NW | Kennesaw, GA | — | * | 808,159 | 5,712,959 | 1,127,506 | 808,159 | 6,840,465 | 7,648,624 | 1,443,791 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1325 Chastain Road NW | Kennesaw, GA | — | * | 1,612,924 | 9,771,680 | 1,628,006 | 1,612,924 | 11,399,686 | 13,012,610 | 2,615,845 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
3600 Cobb International Bld NW | Kennesaw, GA | — | 716,860 | 6,962,212 | 661,332 | 716,860 | 7,623,545 | 8,340,405 | 1,438,570 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
Unit 1 Magnetic Park, Bear Way, Desborough | Kettering, UK | * | 10,849,890 | 36,219,855 | (11,021,038 | ) | 8,361,041 | 27,687,666 | 36,048,707 | 4,172,348 | 2013 | 5 - 40 |
94
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
650 Swedesford Road | King of Prussia, PA | — | 464,382 | 6,722,830 | 16,054,002 | 830,779 | 22,410,435 | 23,241,214 | 4,237,198 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
680 Swedesford Road | King of Prussia, PA | — | 952,361 | 6,722,830 | 7,217,277 | 952,361 | 13,940,107 | 14,892,468 | 8,178,680 | 1971 | 5 - 40 | ||||||||||||||||||||||||||||
1770 Interstate Drive | Lakeland, FL | — | 650,000 | 5,444,220 | — | 650,000 | 5,444,220 | 6,094,220 | 884,333 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
1200 Claybrick Road | Landover,MD | — | 6,876,500 | — | 13,422,075 | 8,329,026 | 11,969,549 | 20,298,575 | 411,097 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
1806 Highway 146th South | LaPorte, TX | — | 1,055,035 | — | 8,603,062 | 1,055,035 | 8,603,062 | 9,658,097 | 169,943 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
11425 State Highway 225 | LaPorte, TX | — | 975,974 | 3,409,036 | 100,699 | 977,542 | 3,508,166 | 4,485,708 | 1,194,423 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
11503 State Highway 225 | LaPorte, TX | — | 2,561,931 | 9,695,493 | 275,721 | 2,566,047 | 9,967,098 | 12,533,145 | 3,207,609 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
1701 South 16th St | LaPorte, TX | — | 4,063,262 | 18,719,368 | 382,127 | 4,063,262 | 19,101,495 | 23,164,757 | 1,916,139 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
1801 South 16th Street | LaPorte, TX | — | 3,794,963 | — | 24,450,486 | 5,421,262 | 22,824,187 | 28,245,449 | 625,303 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
1842 South 16th St | LaPorte, TX | — | 2,226,284 | 11,976,185 | 36,589 | 2,226,284 | 12,012,773 | 14,239,057 | 1,260,847 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
1902 South 16th St | LaPorte, TX | — | 2,369,095 | 14,119,020 | — | 2,369,095 | 14,119,020 | 16,488,115 | 1,600,934 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
640 S State Road 39 | Lebanon,IN | — | 1,612,787 | 18,065,552 | 1,616,742 | 1,612,787 | 19,682,294 | 21,295,081 | 3,570,065 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
7528 Walker Way | Lehigh, PA | — | 893,441 | — | 5,723,661 | 779,330 | 5,837,772 | 6,617,102 | 2,423,715 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
8301 Industrial Boulevard | Lehigh, PA | — | 11,249,550 | — | 49,336,083 | 11,254,716 | 49,330,917 | 60,585,633 | 15,583,663 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
8500 Willard Drive | Lehigh, PA | — | 6,398,815 | — | 33,820,841 | 11,355,974 | 28,863,682 | 40,219,656 | 7,315,151 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
875 Maxham Road | Lithia Springs, GA | — | 445,493 | — | (445,493 | ) | 445,493 | 12,497,910 | 12,943,403 | 103,850 | 2017 | 5 - 40 | |||||||||||||||||||||||||||
8742 Congdon Hill Dr | Lower Macungie, PA | — | 22,444,500 | 20,222,582 | 1,049,581 | 22,444,500 | 21,272,163 | 43,716,663 | 1,772,720 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
7533 Industrial Parkway | Lower Macungie, PA | — | 5,603,460 | 18,807,987 | 1,844,916 | 5,603,460 | 20,652,903 | 26,256,363 | 4,260,071 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
1169 Canton Rd | Marietta, GA | — | * | 1,232,219 | 17,897,326 | 1,103,211 | 1,232,219 | 19,000,537 | 20,232,756 | 2,958,497 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
65 Brookfield Oaks Drive | Mauldin, SC | — | 557,174 | — | 2,604,588 | 506,318 | 2,655,444 | 3,161,762 | 847,177 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
75 Brookfield Oaks Drive | Mauldin, SC | — | 419,731 | — | 2,360,647 | 430,909 | 2,349,469 | 2,780,378 | 872,047 | 2003 | 5 - 40 | ||||||||||||||||||||||||||||
126-132 Liberty Industrial Pkw | McDonough, GA | — | 600,666 | 4,184,131 | 1,141,035 | 600,666 | 5,325,165 | 5,925,831 | 1,221,974 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
95-115 Liberty Industrial Pkwy | McDonough, GA | �� | — | 660,420 | 4,785,127 | 1,953,184 | 660,420 | 6,738,311 | 7,398,731 | 1,305,224 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
11150 NW 122nd Street | Medley, FL | — | 6,627,899 | — | 12,262,772 | 6,627,899 | 12,262,772 | 18,890,671 | 944,453 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
11250 NW 122nd Street | Medley, FL | — | 4,798,886 | — | 9,225,467 | 4,798,886 | 9,225,467 | 14,024,353 | 674,485 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
11401 NW 134th Street | Medley, FL | — | * | 5,558,619 | 17,678,237 | 1,055,318 | 5,558,619 | 18,733,555 | 24,292,174 | 3,356,484 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
11430 NW 122 Street | Medley, FL | — | 5,790,968 | — | (2,481,843 | ) | 3,309,125 | 6,088,926 | 9,398,051 | 69,855 | 2017 | 5 - 40 |
95
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
11450 NW 122nd Street | Medley, FL | — | * | 1,623,293 | — | 11,366,498 | 3,919,238 | 9,070,553 | 12,989,791 | 918,910 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
8801 Congdon Hill Drive | Mertztown, PA | — | 23,016,646 | — | 14,966,354 | 37,983,000 | 37,213,752 | 75,196,752 | 133,104 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
11440 NW 122 Street | Miami, FL | — | 5,636,564 | — | 10,784,572 | 5,944,709 | 10,476,427 | 16,421,136 | 415,013 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
456 International Parkway | Minooka, IL | — | 3,862,683 | 14,357,981 | 4,627,511 | 3,862,683 | 18,985,492 | 22,848,175 | 3,283,262 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
21 S Middlesex Avenue | Monroe Township, NJ | — | * | 2,097,170 | 9,715,401 | 561,745 | 2,097,170 | 10,277,146 | 12,374,316 | 2,020,602 | 2013 | 5 - 40 |
96
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
4 S Middlesex Avenue | Monroe Township, NJ | — | * | 2,263,153 | 10,261,759 | 893,599 | 2,263,153 | 11,155,358 | 13,418,511 | 2,062,836 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
230 Moonachie Ave | Moonachie, NJ | — | 4,031,058 | 2,775,467 | 52,276 | 4,026,732 | 2,832,069 | 6,858,801 | 129,827 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
234 Moonachie Road | Moonachie, NJ | — | — | — | 24,169,414 | 15,228,204 | 8,941,210 | 24,169,414 | 162,628 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
250 Moonachie Ave | Moonachie, NJ | — | 10,435,430 | 7,272,539 | 479,044 | 10,426,856 | 7,760,157 | 18,187,013 | 329,411 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
22750 Cactus Avenue | Moreno Valley, CA | — | 9,404,283 | 24,380,934 | 1,851,865 | 9,408,276 | 26,228,806 | 35,637,082 | 3,113,478 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
323 Park Knoll Drive | Morrisville, NC | — | 1,071,600 | 4,397,807 | 1,029,987 | 1,071,600 | 5,427,794 | 6,499,394 | 1,747,361 | 2010 | 5 - 40 | ||||||||||||||||||||||||||||
324 Park Knoll Drive | Morrisville, NC | — | 1,449,092 | 4,424,932 | 407,975 | 1,449,450 | 4,832,549 | 6,281,999 | 1,531,434 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
619 Distribution Drive | Morrisville, NC | — | 1,031,430 | 5,655,167 | 730,511 | 1,031,685 | 6,385,423 | 7,417,108 | 1,889,543 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
627 Distribution Drive | Morrisville, NC | — | 1,061,370 | 5,152,110 | 415,421 | 1,061,632 | 5,567,269 | 6,628,901 | 1,575,041 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
25 Coddington Crescent | Motherwell, UK | — | * | 1,766,328 | 8,341,701 | 11,835,679 | 1,766,328 | 10,069,351 | 11,835,679 | 76,843 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
4 Brittain Way | Motherwell, UK | — | * | 699,424 | 5,896,241 | 7,482,435 | 699,424 | 6,783,011 | 7,482,435 | 53,082 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
1775 Hillcrest Rd | Norcross, GA | — | 1,318,956 | 4,379,239 | 860,030 | 1,321,595 | 5,236,630 | 6,558,225 | 143,389 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
St Davids Way, Bermuda Park | Nuneaton, UK | — | * | 3,545,374 | 21,279,020 | 26,462,690 | 3,545,374 | 22,917,316 | 26,462,690 | 163,468 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
1879 Lamont Avenue | Odenton, MD | — | * | 1,976,000 | 8,099,579 | 2,090,522 | 2,011,030 | 10,155,071 | 12,166,101 | 3,762,008 | 2004 | 5 - 40 | |||||||||||||||||||||||||||
350 Winmeyer Avenue | Odenton, MD | — | 1,778,400 | 7,289,165 | 1,729,188 | 1,809,927 | 8,986,826 | 10,796,753 | 3,029,788 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
1 Chadderton Way | Oldham, UK | — | * | 3,397,990 | 15,045,200 | 19,742,036 | 3,397,990 | 16,344,046 | 19,742,036 | 118,106 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
4000 E Airport Drive | Ontario, CA | — | 2,686,533 | 10,125,772 | 723,876 | 2,686,533 | 10,849,648 | 13,536,181 | 1,826,827 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1000 Gills Drive | Orlando, FL | — | 415,906 | — | 2,699,594 | 435,400 | 2,680,100 | 3,115,500 | 675,351 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
10003 Satellite Boulevard | Orlando, FL | — | 680,312 | 2,120,754 | 1,379,008 | 680,312 | 3,499,762 | 4,180,074 | 1,587,470 | 2003 | 5 - 40 | ||||||||||||||||||||||||||||
10511 & 10611 Satellite Boulevard | Orlando, FL | — | 517,554 | 2,568,186 | 719,885 | 522,991 | 3,282,634 | 3,805,625 | 1,793,683 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
10771 Palm Bay Drive | Orlando, FL | — | 664,605 | — | 2,515,652 | 685,383 | 2,494,874 | 3,180,257 | 1,036,885 | 2001 | 5 - 40 | ||||||||||||||||||||||||||||
1090 Gills Drive | Orlando, FL | — | 878,320 | 2,558,833 | 3,836,603 | 878,320 | 6,395,436 | 7,273,756 | 1,666,984 | 2003 | 5 - 40 | ||||||||||||||||||||||||||||
1600-1650 Central Florida Parkway | Orlando, FL | — | 518,043 | 2,561,938 | 966,144 | 518,043 | 3,528,082 | 4,046,125 | 1,995,393 | 1962 | 5 - 40 | ||||||||||||||||||||||||||||
1902 Cypress Lake Drive | Orlando, FL | — | 523,512 | 3,191,790 | 1,576,299 | 538,512 | 4,753,089 | 5,291,601 | 2,523,921 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
2000 Park Oaks Avenue | Orlando, FL | — | * | 913,201 | 6,818,610 | 993,299 | 913,201 | 7,811,909 | 8,725,110 | 1,380,151 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
2202 Taft-Vineland Road | Orlando, FL | — | 1,283,713 | — | 7,315,061 | 1,283,713 | 7,315,061 | 8,598,774 | 3,362,636 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
2212 Taft Vineland Road | Orlando, FL | — | 838,853 | — | 4,084,540 | 767,953 | 4,155,440 | 4,923,393 | 1,521,775 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
2256 Taft-Vineland Road | Orlando, FL | — | 467,296 | — | 2,856,683 | 825,673 | 2,498,306 | 3,323,979 | 1,062,229 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
2351 Investors Row | Orlando, FL | — | 2,261,924 | 7,496,249 | 1,930,820 | 2,271,785 | 9,417,208 | 11,688,993 | 3,385,169 | 2004 | 5 - 40 |
97
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
2400 South Lake Orange Drive | Orlando, FL | — | 385,964 | — | 3,283,015 | 642,427 | 3,026,552 | 3,668,979 | 1,549,470 | 2001 | 5 - 40 | ||||||||||||||||||||||||||||
2412 Sand Lake Road | Orlando, FL | — | 1,236,819 | 3,243,314 | 4,568,856 | 1,244,667 | 7,804,322 | 9,048,989 | 1,350,464 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
2416 Lake Orange Drive | Orlando, FL | — | 535,964 | — | 3,842,755 | 704,800 | 3,673,919 | 4,378,719 | 2,130,755 | 2002 | 5 - 40 | ||||||||||||||||||||||||||||
6918 Presidents Drive | Orlando, FL | — | 872,550 | 2,526,043 | 737,771 | 872,550 | 3,263,814 | 4,136,364 | 518,602 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
7022 TPC Drive | Orlando, FL | — | 1,443,510 | 6,775,194 | 742,426 | 1,457,286 | 7,503,845 | 8,961,131 | 2,413,321 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
7100 TPC Drive | Orlando, FL | — | 1,431,489 | 8,002,539 | 1,229,189 | 1,445,807 | 9,217,410 | 10,663,217 | 2,812,110 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
7101 TPC Drive | Orlando, FL | — | 1,553,537 | 5,702,243 | 683,338 | 1,570,863 | 6,368,255 | 7,939,118 | 2,003,125 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
7315 Kingspointe Parkway | Orlando, FL | — | 1,931,697 | 6,388,203 | 3,004,875 | 1,932,004 | 9,392,771 | 11,324,775 | 4,210,338 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
851 Gills Drive | Orlando, FL | — | 332,992 | — | 2,800,616 | 373,500 | 2,760,108 | 3,133,608 | 789,066 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
950 Gills Drive | Orlando, FL | — | 443,989 | — | 2,817,146 | 464,800 | 2,796,335 | 3,261,135 | 736,047 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
9550 Satellite Boulevard | Orlando, FL | — | 574,831 | — | 2,680,052 | 587,319 | 2,667,564 | 3,254,883 | 1,503,602 | 1999 | 5 - 40 | ||||||||||||||||||||||||||||
9700 Satellite Boulevard | Orlando, FL | — | 252,850 | 1,297,923 | 185,097 | 252,850 | 1,483,020 | 1,735,870 | 800,355 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
9600 Satellite Boulevard | Orlando, FL | — | 405,362 | 1,146,546 | 461,635 | 405,362 | 1,608,181 | 2,013,543 | 833,631 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
4000 South 26th Street | Philadelphia, PA | — | 1,255,507 | — | 10,816,114 | 1,142,358 | 10,929,263 | 12,071,621 | 823,673 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
4020 South 26th Street | Philadelphia, PA | — | 51,784 | — | 7,165,151 | 616,467 | 6,600,468 | 7,216,935 | 1,248,308 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
4050 South 26th Street | Philadelphia, PA | — | 46,301 | — | 7,034,962 | 616,670 | 6,464,593 | 7,081,263 | 1,424,780 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
4300 South 26th Street | Philadelphia, PA | — | 402,673 | — | 34,614,424 | 413,030 | 34,604,067 | 35,017,097 | 8,420,043 | 2008 | 5 - 40 | ||||||||||||||||||||||||||||
4751 League Island Boulevard | Philadelphia, PA | — | 992,965 | 331,924 | 7,829,618 | 613,248 | 8,541,259 | 9,154,507 | 3,595,406 | 2003 | 5 - 40 | ||||||||||||||||||||||||||||
4775 League Island Blvd. | Philadelphia, PA | — | 891,892 | — | 5,578,803 | 366,982 | 6,103,713 | 6,470,695 | 1,803,316 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
2626 South 7th Street | Phoenix, AZ | — | 2,519,510 | 3,798,560 | 3,442,614 | 2,519,510 | 7,241,174 | 9,760,684 | 1,712,070 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
563 South 63rd Avenue | Phoenix, AZ | — | 5,523,427 | 14,581,705 | 12,211,689 | 5,636,070 | 26,680,751 | 32,316,821 | 3,819,911 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1500 S 71st Avenue | Phoenix, AZ | — | 4,234,407 | — | 21,315,017 | 5,547,810 | 20,001,614 | 25,549,424 | 652,047 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
7205 W Buckeye Rd | Phoenix, AZ | — | 2,514,425 | — | 11,845,318 | 2,514,425 | 11,845,318 | 14,359,743 | 594,030 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
1000 Klein Road | Plano, TX | — | 706,660 | 5,894,330 | 1,095,222 | 706,660 | 6,989,553 | 7,696,213 | 1,076,247 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1901 10th Street | Plano, TX | — | * | 555,168 | 6,401,789 | 720,056 | 555,168 | 7,121,845 | 7,677,013 | 1,274,999 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1909 10th Street | Plano, TX | — | * | 551,706 | 5,797,440 | 339,750 | 551,706 | 6,137,190 | 6,688,896 | 1,076,450 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
3605 East Plano Parkway | Plano, TX | — | 1,047,996 | 9,218,748 | 1,970,078 | 1,047,996 | 11,188,825 | 12,236,821 | 2,318,952 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3701 East Plano Parkway | Plano, TX | — | 877,564 | 7,460,686 | 772,833 | 877,564 | 8,233,518 | 9,111,082 | 1,441,738 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
800 Klein Road | Plano, TX | — | 580,456 | 5,681,283 | 1,600,103 | 580,456 | 7,281,386 | 7,861,842 | 1,349,144 | 2013 | 5 - 40 |
98
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
900 Klein Road | Plano, TX | — | 723,534 | 6,004,923 | 778,787 | 723,534 | 6,783,710 | 7,507,244 | 1,246,138 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
9801 80th Avenue | Pleasant Prairie, WI | — | 1,692,077 | 7,934,794 | 58,274 | 1,689,726 | 7,995,419 | 9,685,145 | 4,010,311 | 1994 | 5 - 40 | ||||||||||||||||||||||||||||
14630-14650 28th Avenue North | Plymouth, MN | — | 198,205 | 1,793,422 | 1,096,872 | 198,205 | 2,890,293 | 3,088,498 | 1,614,891 | 1978 | 5 - 40 | ||||||||||||||||||||||||||||
2920 Northwest Boulevard | Plymouth, MN | — | 392,026 | 3,433,678 | 850,998 | 384,235 | 4,292,467 | 4,676,702 | 2,195,023 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
5905 Trenton Lane North | Plymouth, MN | — | 1,616,360 | 4,487,462 | 735,223 | 1,616,360 | 5,222,684 | 6,839,044 | 1,060,984 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
6055 Nathan Lane North | Plymouth, MN | — | 1,327,017 | 4,527,404 | 1,180,962 | 1,327,017 | 5,708,366 | 7,035,383 | 1,061,431 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1400 SW 6th Court | Pompano Beach, FL | — | 1,157,049 | 4,620,956 | 1,447,640 | 1,157,049 | 6,068,596 | 7,225,645 | 3,133,452 | 1986 | 5 - 40 | ||||||||||||||||||||||||||||
1405 SW 6th Court | Pompano Beach, FL | — | 392,138 | 1,565,787 | 443,460 | 392,138 | 2,009,248 | 2,401,386 | 1,111,539 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
1500 SW 5th Court | Pompano Beach, FL | — | 972,232 | 3,892,085 | 2,133,854 | 972,232 | 6,025,939 | 6,998,171 | 2,552,632 | 1957 | 5 - 40 | ||||||||||||||||||||||||||||
1501 SW 5th Court | Pompano Beach, FL | — | 203,247 | 811,093 | 370,236 | 203,247 | 1,181,330 | 1,384,577 | 664,965 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
1601 SW 5th Court | Pompano Beach, FL | — | 203,247 | 811,093 | 208,224 | 203,247 | 1,019,318 | 1,222,565 | 510,197 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
1651 SW 5th Court | Pompano Beach, FL | — | 203,247 | 811,093 | 154,435 | 203,247 | 965,529 | 1,168,776 | 484,879 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
2201-2215 NW 30th Place | Pompano Beach, FL | — | 1,120,328 | 3,427,358 | 131,571 | 1,120,328 | 3,558,929 | 4,679,257 | 604,820 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2250-2270 NW 30th Place | Pompano Beach, FL | — | 993,015 | 2,423,174 | 164,947 | 993,015 | 2,588,121 | 3,581,136 | 452,707 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2280-2300 NW 30th Place | Pompano Beach, FL | — | 906,947 | 2,157,802 | 205,748 | 906,947 | 2,363,551 | 3,270,498 | 440,559 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
2301-2329 NW 30th Place | Pompano Beach, FL | — | 1,268,707 | 3,079,811 | 194,453 | 1,268,707 | 3,274,264 | 4,542,971 | 541,027 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3000 NW 25th Avenue | Pompano Beach, FL | — | 1,087,554 | 2,897,117 | 151,201 | 1,087,554 | 3,048,318 | 4,135,872 | 519,491 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3001-3037 NW 25th Avenue | Pompano Beach, FL | — | 1,548,542 | 3,512,041 | 327,643 | 1,548,542 | 3,839,685 | 5,388,227 | 759,253 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3012-3050 NW 25th Avenue | Pompano Beach, FL | — | 1,112,781 | 2,763,862 | 259,688 | 1,112,781 | 3,023,549 | 4,136,330 | 542,917 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
595 SW 13th Terrace | Pompano Beach, FL | — | 359,933 | 1,437,116 | 722,833 | 359,933 | 2,159,949 | 2,519,882 | 1,342,770 | 1984 | 5 - 40 | ||||||||||||||||||||||||||||
601 SW 13th Terrace | Pompano Beach, FL | — | 164,413 | 655,933 | 279,326 | 164,413 | 935,259 | 1,099,672 | 558,243 | 1984 | 5 - 40 | ||||||||||||||||||||||||||||
605 SW 16th Terrace | Pompano Beach, FL | — | 310,778 | 1,238,324 | 294,844 | 310,178 | 1,533,768 | 1,843,946 | 720,079 | 1965 | 5 - 40 | ||||||||||||||||||||||||||||
2459 Almond Avenue | Redlands, CA | — | 3,810,171 | 11,979,923 | 211,352 | 3,810,839 | 12,190,607 | 16,001,446 | 441,125 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
1221 N Alder Ave | Rialto, CA | — | 17,280,833 | 72,740,859 | 84,913 | 17,289,021 | 72,817,584 | 90,106,605 | 1,833,441 | 2017 | 5 - 40 | ||||||||||||||||||||||||||||
1543 N Alder Ave | Rialto, CA | — | — | — | 53,779,093 | 25,480,304 | 28,298,789 | 53,779,093 | 377,929 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
1920 West Baseline Rd | Rialto, CA | — | 9,361,943 | 17,970,709 | 464,691 | 9,411,621 | 18,385,722 | 27,797,343 | 1,890,258 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
4101-4127 Carolina Avenue | Richmond, VA | — | 310,854 | 2,279,597 | 2,089,912 | 310,854 | 4,369,509 | 4,680,363 | 2,194,452 | 1973 | 5 - 40 | ||||||||||||||||||||||||||||
4201-4261 Carolina Avenue | Richmond, VA | — | 693,203 | 5,083,493 | 2,566,101 | 693,203 | 7,649,594 | 8,342,797 | 4,372,081 | 1975 | 5 - 40 | ||||||||||||||||||||||||||||
4263-4299 Carolina Avenue | Richmond, VA | — | 256,203 | 2,549,649 | 3,066,006 | 256,203 | 5,615,655 | 5,871,858 | 3,015,128 | 1976 | 5 - 40 |
99
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
4263F-N. Carolina Avenue | Richmond, VA | — | 91,476 | — | 2,004,066 | 91,599 | 2,003,943 | 2,095,542 | 1,130,225 | 1975 | 5 - 40 | ||||||||||||||||||||||||||||
4301-4335 Carolina Avenue | Richmond, VA | — | 223,696 | 1,640,435 | 2,945,220 | 223,696 | 4,585,655 | 4,809,351 | 2,353,099 | 1978 | 5 - 40 | ||||||||||||||||||||||||||||
4337-4379 Carolina Avenue | Richmond, VA | — | 325,303 | 2,385,557 | 2,152,033 | 325,303 | 4,537,590 | 4,862,893 | 2,059,169 | 1979 | 5 - 40 | ||||||||||||||||||||||||||||
4401-4445 Carolina Avenue | Richmond, VA | — | 615,038 | 4,510,272 | 681,107 | 615,038 | 5,191,379 | 5,806,417 | 3,013,701 | 1988 | 5 - 40 | ||||||||||||||||||||||||||||
4447-4491 Carolina Avenue | Richmond, VA | — | 454,056 | 2,729,742 | 518,293 | 454,056 | 3,248,035 | 3,702,091 | 1,792,248 | 1987 | 5 - 40 | ||||||||||||||||||||||||||||
4501-4549 Carolina Avenue | Richmond, VA | — | 486,166 | 3,565,211 | 588,033 | 486,166 | 4,153,244 | 4,639,410 | 2,551,191 | 1981 | 5 - 40 | ||||||||||||||||||||||||||||
4551-4593 Carolina Avenue | Richmond, VA | — | 474,360 | 3,478,646 | 1,025,589 | 474,360 | 4,504,235 | 4,978,595 | 2,943,011 | 1982 | 5 - 40 | ||||||||||||||||||||||||||||
4601-4643 Carolina Avenue | Richmond, VA | — | 652,455 | 4,784,675 | 1,194,389 | 652,455 | 5,979,064 | 6,631,519 | 3,558,663 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
4645-4683 Carolina Avenue | Richmond, VA | — | 404,616 | 2,967,187 | 643,220 | 404,616 | 3,610,407 | 4,015,023 | 2,193,223 | 1985 | 5 - 40 | ||||||||||||||||||||||||||||
4717-4729 Eubank Road | Richmond, VA | — | 449,447 | 3,294,697 | 2,250,479 | 452,263 | 5,542,360 | 5,994,623 | 3,268,835 | 1978 | 5 - 40 | ||||||||||||||||||||||||||||
510 Eastpark Court | Richmond, VA | — | 261,961 | 2,110,874 | 641,720 | 262,210 | 2,752,345 | 3,014,555 | 1,402,295 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
520 Eastpark Court | Richmond, VA | — | 486,118 | 4,083,582 | 746,952 | 486,598 | 4,830,054 | 5,316,652 | 2,623,833 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
530 Eastpark Court | Richmond, VA | — | 266,883 | — | 2,682,192 | 334,772 | 2,614,303 | 2,949,075 | 1,367,736 | 1999 | 5 - 40 | ||||||||||||||||||||||||||||
540 Eastpark Court | Richmond, VA | — | 742,300 | — | 5,433,394 | 1,066,839 | 5,108,855 | 6,175,694 | 1,405,045 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
5600-5626 Eastport Boulevard | Richmond, VA | — | 489,941 | 3,592,900 | 669,679 | 489,941 | 4,262,579 | 4,752,520 | 2,468,118 | 1989 | 5 - 40 | ||||||||||||||||||||||||||||
5601-5659 Eastport Boulevard | Richmond, VA | — | 705,660 | — | 4,755,118 | 720,100 | 4,740,678 | 5,460,778 | 2,795,547 | 1996 | 5 - 40 | ||||||||||||||||||||||||||||
5650-5674 Eastport Boulevard | Richmond, VA | — | 644,384 | 4,025,480 | 933,150 | 644,384 | 4,958,630 | 5,603,014 | 2,738,437 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
5700 Eastport Boulevard | Richmond, VA | — | 408,729 | 2,697,348 | 1,248,569 | 408,729 | 3,945,917 | 4,354,646 | 2,507,746 | 1990 | 5 - 40 | ||||||||||||||||||||||||||||
5701-5799 Eastport Boulevard | Richmond, VA | — | 694,644 | — | 5,798,481 | 700,503 | 5,792,622 | 6,493,125 | 2,925,775 | 1998 | 5 - 40 | ||||||||||||||||||||||||||||
5800 Eastport Boulevard | Richmond, VA | — | 604,146 | — | 7,590,970 | 604,146 | 7,590,970 | 8,195,116 | 643,207 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
5900 Eastport Boulevard | Richmond, VA | — | 676,661 | — | 4,981,687 | 687,898 | 4,970,450 | 5,658,348 | 2,803,370 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
6000 Eastport Blvd | Richmond, VA | — | 872,901 | — | 7,490,092 | 901,666 | 7,461,327 | 8,362,993 | 2,031,498 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
6530 Judge Adams Road | Rock Creek, NC | — | 305,821 | — | 5,440,754 | 335,061 | 5,411,514 | 5,746,575 | 2,627,699 | 1999 | 5 - 40 | ||||||||||||||||||||||||||||
6532 Judge Adams Road | Rock Creek, NC | — | 354,903 | — | 4,029,128 | 399,988 | 3,984,043 | 4,384,031 | 2,260,621 | 1997 | 5 - 40 | ||||||||||||||||||||||||||||
13098 George Weber Drive | Rogers, MN | — | 895,811 | 6,004,189 | 1,311,797 | 895,811 | 7,315,986 | 8,211,797 | 1,351,177 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
13220 Wilfred Lane | Rogers, MN | — | 508,532 | — | 11,756,860 | 1,396,324 | 10,869,068 | 12,265,392 | 1,512,312 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
13225 Brockton Lane | Rogers, MN | — | 1,048,093 | — | 10,464,170 | 1,066,159 | 10,446,104 | 11,512,263 | 1,404,988 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
1070 Windham Parkway | Romeoville, IL | — | 8,672,143 | 24,144,864 | 1,238,550 | 8,672,143 | 25,383,414 | 34,055,557 | 4,189,884 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
1550 Central Avenue | Roselle, IL | — | * | 2,884,492 | 10,439,793 | 1,444,499 | 2,884,492 | 11,884,292 | 14,768,784 | 2,164,340 | 2013 | 5 - 40 |
100
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
9724 Alabama Street | San Bernardino, CA | — | 4,140,486 | — | (56,250 | ) | 4,084,236 | 10,914,982 | 14,999,218 | 23,175 | 2017 | 5 - 40 | |||||||||||||||||||||||||||
1135 Aviation Place | San Fernando, CA | — | 3,035,034 | 2,844,962 | 488,199 | 3,035,034 | 3,333,161 | 6,368,195 | 642,395 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
5800 Technology Boulevard | Sandston, VA | — | 1,741,867 | — | 12,041,734 | 1,744,160 | 12,039,441 | 13,783,601 | 726,814 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
8715 Bollman Place | Savage, MD | — | 1,263,237 | 2,633,210 | 218,782 | 1,263,237 | 2,851,992 | 4,115,229 | 531,258 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1150 Gateway Drive | Shakopee, MN | — | 1,126,865 | 5,684,178 | 207,627 | 1,126,865 | 5,891,805 | 7,018,670 | 981,977 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
5555 12th Avenue East | Shakopee, MN | — | 887,285 | 5,321,200 | 805,245 | 887,285 | 6,126,445 | 7,013,730 | 1,049,514 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
5651 Innovation Boulevard | Shakopee, MN | — | 1,551,579 | 9,541,234 | 1,989,410 | 1,552,083 | 11,530,140 | 13,082,223 | 939,155 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
12110 Champion Way | Sharonville, OH | — | 1,337,271 | 6,135,118 | 730,402 | 1,337,271 | 6,865,521 | 8,202,792 | 1,334,626 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
9300 Olde Scotland Road | Shippensburg, PA | — | 10,232,633 | — | 84,609,660 | 12,933,027 | 81,909,266 | 94,842,293 | 10,842,342 | 2014 | 5 - 40 | ||||||||||||||||||||||||||||
3990 Heritage Oak Court | Simi Valley, CA | — | 1,964,140 | 10,667,267 | 356,197 | 1,964,140 | 11,023,464 | 12,987,604 | 1,762,737 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3654-3668 Swenson Avenue | St. Charles, IL | — | 643,639 | 1,645,058 | 250,143 | 643,639 | 1,895,201 | 2,538,840 | 361,656 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3701 Illinois Ave | St. Charles, IL | — | 672,500 | 1,288,924 | 135,971 | 672,500 | 1,424,895 | 2,097,395 | 300,560 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3950-3980 Swenson Avenue | St. Charles, IL | — | 851,080 | 3,027,753 | 531,111 | 851,080 | 3,558,864 | 4,409,944 | 620,639 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1501 102nd Avenue North | St. Petersburg, FL | — | * | 283,474 | 2,230,868 | 176,960 | 283,474 | 2,407,827 | 2,691,301 | 418,656 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1527 102nd Avenue North | St. Petersburg, FL | — | * | 374,284 | 2,987,226 | 329,505 | 374,284 | 3,316,731 | 3,691,015 | 561,602 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1551 102nd Avenue North | St. Petersburg, FL | — | * | 699,797 | 5,214,438 | 1,049,296 | 699,797 | 6,263,734 | 6,963,531 | 1,210,288 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
1 Mirrlees Drive, Hazel Grove | Stockport, UK | — | * | 1,866,851 | 13,756,142 | 16,783,468 | 1,866,851 | 14,916,617 | 16,783,468 | 107,500 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
6900 Harbour View Boulevard | Suffolk, VA | — | 904,052 | — | 8,985,558 | 807,006 | 9,082,604 | 9,889,610 | 3,071,800 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
6920 Harbour View Boulevard | Suffolk, VA | — | 603,391 | — | 6,811,311 | 2,628,635 | 4,786,067 | 7,414,702 | 964,958 | 2005 | 5 - 40 | ||||||||||||||||||||||||||||
6950 Harbour View Blvd | Suffolk, VA | — | 929,844 | — | 6,443,948 | 794,848 | 6,578,944 | 7,373,792 | 2,268,848 | 2004 | 5 - 40 | ||||||||||||||||||||||||||||
1516 Fryar Avenue | Sumner, WA | — | 1,675,402 | 5,079,543 | 1,196,146 | 1,675,402 | 6,275,689 | 7,951,091 | 1,226,516 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
3401-3409 Cragmont Drive | Tampa, FL | — | 556,952 | 3,849,236 | 22,919 | 556,952 | 3,872,155 | 4,429,107 | 592,900 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
3502 Riga Boulevard | Tampa, FL | — | 201,600 | 1,263,131 | 274,110 | 201,600 | 1,537,241 | 1,738,841 | 236,984 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
3505 Cragmont Drive | Tampa, FL | — | 936,336 | 7,155,520 | (145,469 | ) | 936,336 | 7,010,051 | 7,946,387 | 1,061,076 | 2012 | 5 - 40 | |||||||||||||||||||||||||||
3608 Queen Palm Drive | Tampa, FL | — | 650,384 | 4,764,301 | 251,943 | 650,384 | 5,016,244 | 5,666,628 | 827,248 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
5250 Eagle Trail Drive | Tampa, FL | — | 952,860 | — | 3,638,210 | 952,860 | 3,638,210 | 4,591,070 | 1,844,262 | 1998 | 5 - 40 | ||||||||||||||||||||||||||||
5501-5519 Pioneer Park Boulevard | Tampa, FL | — | 162,000 | 1,613,000 | 1,113,554 | 262,416 | 2,626,138 | 2,888,554 | 1,526,249 | 1981 | 5 - 40 | ||||||||||||||||||||||||||||
5690-5694 Crenshaw Street | Tampa, FL | — | 181,923 | 1,812,496 | 1,023,370 | 181,923 | 2,835,866 | 3,017,789 | 1,551,921 | 1979 | 5 - 40 | ||||||||||||||||||||||||||||
8110 Anderson Road | Tampa, FL | — | 912,663 | 5,425,143 | 357,492 | 912,663 | 5,782,635 | 6,695,298 | 1,072,414 | 2012 | 5 - 40 |
101
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
8130 Anderson Road | Tampa, FL | — | 655,668 | 4,132,076 | 169,879 | 655,668 | 4,301,955 | 4,957,623 | 769,863 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
9020 King Palm Drive | Tampa, FL | — | 1,718,496 | 11,697,381 | 912,448 | 1,718,496 | 12,609,829 | 14,328,325 | 2,057,458 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
9110 King Palm Drive | Tampa, FL | — | 1,203,200 | 7,979,540 | 860,302 | 1,203,200 | 8,839,842 | 10,043,042 | 1,390,359 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
9203 King Palm Drive | Tampa, FL | — | 754,832 | 4,966,864 | (22,188 | ) | 754,832 | 4,944,676 | 5,699,508 | 760,840 | 2012 | 5 - 40 | |||||||||||||||||||||||||||
9319 Peach Palm Drive | Tampa, FL | — | 612,536 | 4,168,473 | 693,900 | 612,536 | 4,862,373 | 5,474,909 | 704,408 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
9704 Solar Drive | Tampa, FL | — | 374,548 | 1,354,800 | 969,548 | 374,548 | 2,324,348 | 2,698,896 | 330,766 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
9945 Currie Davis Drive | Tampa, FL | — | 1,134,286 | 9,241,807 | 380,833 | 1,134,286 | 9,622,639 | 10,756,925 | 1,674,500 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
1858 E Encanto Dr | Tempe, AZ | — | * | 877,611 | 4,485,427 | 580,036 | 877,611 | 5,065,463 | 5,943,074 | 924,966 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
2040 W Rio Salado Parkway | Tempe, AZ | — | 3,225,000 | — | 13,156,274 | 3,225,000 | 13,156,274 | 16,381,274 | 1,043,224 | 2015 | 5 - 40 | ||||||||||||||||||||||||||||
475 W Vaughn St | Tempe, AZ | — | 1,112,245 | 2,260,348 | 392,442 | 1,112,245 | 2,652,790 | 3,765,035 | 523,937 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
921 South Park Lane | Tempe, AZ | — | 1,192,820 | 1,580,155 | 480,998 | 1,192,820 | 2,061,154 | 3,253,974 | 557,812 | 2011 | 5 - 40 | ||||||||||||||||||||||||||||
8313 West Pierce Street | Tolleson, AZ | — | 2,295,090 | 9,079,811 | 4,105,744 | 2,295,090 | 13,185,555 | 15,480,645 | 4,599,392 | 2007 | 5 - 40 | ||||||||||||||||||||||||||||
8591 West Washington Street | Tolleson, AZ | — | 1,574,912 | 7,308,021 | 547,804 | 1,574,912 | 7,855,825 | 9,430,737 | 1,379,880 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
8601 West Washington Street | Tolleson, AZ | — | 1,524,603 | 6,352,070 | 855,107 | 1,524,603 | 7,207,177 | 8,731,780 | 1,374,431 | 2012 | 5 - 40 | ||||||||||||||||||||||||||||
5111 S Royal Atlanta Drive | Tucker, GA | — | * | 435,776 | 1,875,685 | 533,161 | 435,776 | 2,408,847 | 2,844,623 | 544,546 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
5151 S Royal Atlanta Drive | Tucker, GA | — | * | 345,061 | 1,428,840 | 321,327 | 345,061 | 1,750,167 | 2,095,228 | 406,637 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
Trafalgar house, Temple Court, Daten Avenue | Warrington, UK | — | * | 2,731,891 | 11,566,166 | 15,093,255 | 2,731,891 | 12,361,364 | 15,093,255 | 87,138 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
1400 Powis Court | West Chicago, IL | — | 578,314 | 2,448,562 | 73,377 | 578,314 | 2,521,939 | 3,100,253 | 409,846 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
Liberty Square, Block 1 | West Malling, UK | — | 159,232 | 1,622,551 | 522,446 | 256,732 | 2,047,498 | 2,304,230 | 713,693 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
Liberty Square, Block 2 | West Malling, UK | — | 199,150 | 1,614,217 | 545,985 | 321,094 | 2,038,258 | 2,359,352 | 685,285 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
Liberty Square, Block 3 | West Malling, UK | — | 129,830 | 1,141,141 | 381,745 | 209,327 | 1,443,389 | 1,652,716 | 481,132 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
Liberty Square, Block 5 | West Malling, UK | — | 71,377 | 735,993 | 236,751 | 115,081 | 929,040 | 1,044,121 | 309,811 | 2006 | 5 - 40 | ||||||||||||||||||||||||||||
29 Liberty Square | West Malling, UK | — | 165,363 | 1,139,928 | (48,529 | ) | 159,487 | 1,097,274 | 1,256,761 | 68,884 | 2016 | 5 - 40 | |||||||||||||||||||||||||||
1400 Northpoint Parkway | West Palm Beach, FL | — | * | 2,454,972 | 5,312,829 | 279,589 | 2,454,972 | 5,592,418 | 8,047,390 | 1,129,090 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
300 Northpoint Parkway | West Palm Beach, FL | — | * | 1,177,064 | 2,102,451 | 160,370 | 1,177,064 | 2,262,821 | 3,439,885 | 439,188 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
400 Northpoint Parkway | West Palm Beach, FL | — | * | 1,029,595 | 1,728,187 | 183,074 | 1,029,595 | 1,911,261 | 2,940,856 | 383,082 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
6017 Southern Blvd | West Palm Beach, FL | — | 4,513,860 | — | 9,171,069 | 4,513,860 | 9,171,069 | 13,684,929 | 268,019 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
6035 Southern Blvd | West Palm Beach, FL | — | 2,499,894 | — | 5,403,466 | 2,499,984 | 5,403,376 | 7,903,360 | 169,183 | 2016 | 5 - 40 | ||||||||||||||||||||||||||||
2935 West Corporate Lakes Blvd | Weston, FL | — | * | 4,682,521 | 25,905,126 | 1,433,338 | 4,682,521 | 27,338,464 | 32,020,985 | 4,157,921 | 2013 | 5 - 40 | |||||||||||||||||||||||||||
2945 West Corporate Lakes Blvd | Weston, FL | — | * | 2,345,242 | 13,973,766 | 245,440 | 2,345,242 | 14,219,206 | 16,564,448 | 2,102,272 | 2013 | 5 - 40 |
102
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
OPERATING PROPERTIES | |||||||||||||||||||||||||||||||||||||||
43-47 Hintz Road | Wheeling, IL | — | 2,051,093 | 18,283,480 | 537,835 | 2,051,093 | 18,821,316 | 20,872,409 | 3,035,542 | 2013 | 5 - 40 | ||||||||||||||||||||||||||||
Unit 4, Pershore Lane | Worcester, UK | — | * | 843,256 | — | 3,787,296 | 1,128,558 | 3,501,994 | 4,630,552 | 108,001 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
Unit 3, Plot 163, Pershore Lane | Worcester, UK | — | * | 4,004,097 | 8,113,667 | 13,079,858 | 4,004,097 | 9,075,761 | 13,079,858 | 111,591 | 2018 | 5 - 40 | |||||||||||||||||||||||||||
Plot 10A, Worcester Six, Pershore Lane | Worcester, UK | — | 4,173,413 | 12,518,191 | 17,023,085 | 4,173,413 | 12,849,672 | 17,023,085 | 53,499 | 2018 | 5 - 40 | ||||||||||||||||||||||||||||
Subtotal Operating Real Estate | $ | 9,174,820 | $ | 1,046,464,279 | $ | 2,325,879,397 | $ | 2,278,774,799 | $ | 1,236,514,050 | $ | 4,397,048,266 | $ | 5,633,562,316 | $ | 941,298,921 |
103
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
Development Properties | |||||||||||||||||||||||||||||||||||||||
350 North York Road | Bensenville, IL | — | 3,043,130 | — | 1,507,853 | — | 4,550,983 | 4,550,983 | — | 2017 | N/A | ||||||||||||||||||||||||||||
160 and 180 Dulty's Lane Land | Burlington, NJ | — | 6,920,365 | — | 9,133,984 | — | 16,054,349 | 16,054,349 | — | 2018 | N/A | ||||||||||||||||||||||||||||
12830 Virkler Drive | Charlotte, NC | — | 298,624 | — | 4,283,630 | — | 4,582,253 | 4,582,253 | — | 2018 | N/A | ||||||||||||||||||||||||||||
Widnes - Unit 1 | Chesire, UK | — | 703,253 | — | 2,413,864 | — | 3,117,117 | 3,117,117 | — | 2018 | N/A | ||||||||||||||||||||||||||||
2980 Green Road | Greer, SC | — | 16,338 | — | 2,183,126 | — | 2,199,464 | 2,199,464 | — | 2017 | N/A | ||||||||||||||||||||||||||||
7157 Ridge Road | Hanover, MD | — | 3,875,203 | — | 17,667,379 | — | 21,542,582 | 21,542,582 | — | 2017 | N/A | ||||||||||||||||||||||||||||
1401 Rankin Road | Houston, TX | — | 5,895,650 | — | 12,628,113 | — | 18,523,763 | 18,523,763 | — | 2018 | N/A | ||||||||||||||||||||||||||||
15515 Woodham Drive | Houston, TX | — | 21,665,705 | — | 28,161,131 | — | 49,826,836 | 49,826,836 | — | 2018 | N/A | ||||||||||||||||||||||||||||
5350 Frye Road | Irving, TX | — | 2,589,923 | — | 9,726,004 | — | 12,315,927 | 12,315,927 | — | 2018 | N/A | ||||||||||||||||||||||||||||
120 Midway Road | Jackson, GA | — | 5,410,100 | — | 24,034,026 | — | 29,444,126 | 29,444,126 | — | 2018 | N/A | ||||||||||||||||||||||||||||
650 Swedesford Road | King of Prussia, PA | — | 488,529 | — | 4,065,131 | — | 4,553,660 | 4,553,660 | — | 2017 | N/A | ||||||||||||||||||||||||||||
3535 N Houston School Road | Lancaster, TX | — | 5,014,293 | — | 48,978,234 | — | 53,992,527 | 53,992,527 | — | 2018 | N/A | ||||||||||||||||||||||||||||
1912 16th Street | LaPorte, TX | — | 1,337,516 | — | 365,516 | — | 1,703,032 | 1,703,032 | — | 2018 | N/A | ||||||||||||||||||||||||||||
1814 Highway 146th South | LaPorte, TX | — | 1,420,014 | — | 5,688,787 | — | 7,108,801 | 7,108,801 | — | 2017 | N/A | ||||||||||||||||||||||||||||
1302 Wharton Weems Blvd | LaPorte, TX | — | 4,378,890 | — | 22,599,236 | — | 26,978,126 | 26,978,126 | — | 2017 | N/A | ||||||||||||||||||||||||||||
1901 Wharton Weems Blvd | LaPorte, TX | — | 2,634,375 | — | 435,322 | — | 3,069,697 | 3,069,697 | — | 2018 | N/A | ||||||||||||||||||||||||||||
11230 NW 122 Street | Medley, FL | — | 5,226,348 | — | 6,823,058 | — | 12,049,406 | 12,049,406 | — | 2018 | N/A | ||||||||||||||||||||||||||||
11240 NW 122 Street | Medley, FL | — | 5,226,348 | — | 10,261,112 | — | 15,487,460 | 15,487,460 | — | 2018 | N/A | ||||||||||||||||||||||||||||
11430 NW 122 Street | Medley, FL | — | 5,790,968 | — | 1,257,013 | — | 7,047,981 | 7,047,981 | — | 2017 | N/A | ||||||||||||||||||||||||||||
Liberty 196 Brackmills | Northampton, UK | — | 7,272,742 | — | 12,991,279 | — | 20,264,021 | 20,264,021 | — | 2018 | N/A | ||||||||||||||||||||||||||||
2300 Liberty Drive | Northampton, PA | — | 9,549,414 | — | 1,247,326 | — | 10,796,740 | 10,796,740 | — | 2018 | N/A | ||||||||||||||||||||||||||||
2800 Liberty Drive | Northampton, PA | — | 11,478,785 | — | 342,628 | — | 11,821,413 | 11,821,413 | — | 2018 | N/A | ||||||||||||||||||||||||||||
1383 S Cucamonga Avenue | Ontario, CA | — | 6,773,327 | — | 1,249,141 | — | 8,022,468 | 8,022,468 | — | 2018 | N/A | ||||||||||||||||||||||||||||
400 Rouse Boulevard | Philadelphia, PA | — | 10,514,720 | — | 2,088,179 | — | 12,602,899 | 12,602,899 | — | 2018 | N/A | ||||||||||||||||||||||||||||
1250 S 71st Avenue | Phoenix, AZ | — | 3,587,584 | — | 10,854,851 | — | 14,442,435 | 14,442,435 | — | 2018 | N/A | ||||||||||||||||||||||||||||
2000 W Baseline Road | Rialto, CA | — | 11,706,478 | — | 11,142,119 | — | 22,848,597 | 22,848,597 | — | 2018 | N/A | ||||||||||||||||||||||||||||
855 W Valley Boulevard | Rialto, CA | — | 24,722,726 | — | 2,779,395 | — | 27,502,121 | 27,502,121 | — | 2018 | N/A | ||||||||||||||||||||||||||||
520 East Orange Show Road | San Bernardino, CA | — | 14,742,703 | — | 16,750,766 | — | 31,493,469 | 31,493,469 | — | 2018 | N/A | ||||||||||||||||||||||||||||
6043 Southern Boulevard | West Palm Beach, FL | — | 2,741,040 | — | 3,382,226 | — | 6,123,266 | 6,123,266 | — | 2018 | N/A |
104
Worcester Plot 2A | Worcester, UK | — | 646,426 | — | 1,860,444 | — | 2,506,870 | 2,506,870 | — | 2018 | N/A | ||||||||||||||||||||||||||||
Subtotal Development in Progress | $ | — | $ | 185,671,517 | $ | — | $ | 276,900,873 | $ | — | $ | 462,572,389 | $ | 462,572,389 | $ | — | |||||||||||||||||||||||
105
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
LAND HELD FOR DEVELOPMENT | |||||||||||||||||||||||||||||||||||||||
Camden Town Center Land | Camden, NJ | — | 3,384,543 | — | (1,815,511 | ) | 1,569,032 | — | 1,569,032 | — | 2016 | N/A | |||||||||||||||||||||||||||
Randolph Street Land | Commerce, CA | — | 1,758,528 | — | — | 1,758,528 | — | 1,758,528 | 2018 | N/A | |||||||||||||||||||||||||||||
Mountain Creek Business Park L | Dallas, TX | — | 7,984,928 | — | 6,952,870 | 14,937,798 | — | 14,937,798 | — | 2016 | N/A | ||||||||||||||||||||||||||||
4030 S State Road 7 Land | Dania Beach, FL | — | 14,727,819 | — | 488,777 | 15,216,596 | — | 15,216,596 | 2018 | N/A | |||||||||||||||||||||||||||||
Holly Lane North Land | Dayton, MN | — | 889,205 | — | 143,710 | 1,032,915 | — | 1,032,915 | — | 2014 | N/A | ||||||||||||||||||||||||||||
French Lake Land | Dayton/Rogers, MN | — | 13,513,632 | — | 7,684,117 | 21,197,749 | — | 21,197,749 | — | 2015 | N/A | ||||||||||||||||||||||||||||
Flying Cloud Drive Land | Eden Prairie, MN | — | 2,051,631 | — | 1,949,097 | 4,000,728 | — | 4,000,728 | — | 2007 | N/A | ||||||||||||||||||||||||||||
Camelback 303 Business Center Land | Goodyear, AZ | — | 16,857,556 | — | 4,435,684 | 21,293,240 | — | 21,293,240 | — | 2007 | N/A | ||||||||||||||||||||||||||||
Pleasant Ridge Road Land | Greensboro, NC | — | 564,535 | — | 2,931,704 | 3,496,239 | — | 3,496,239 | — | 2006 | N/A | ||||||||||||||||||||||||||||
Arundel Ridge Land | Hanover, MD | — | 3,371,183 | — | (583,887 | ) | 2,787,296 | — | 2,787,296 | — | 2008 | N/A | |||||||||||||||||||||||||||
Interwood Land | Houston, TX | — | 5,160,668 | — | 32,647 | 5,193,315 | — | 5,193,315 | — | 2012 | N/A | ||||||||||||||||||||||||||||
Richey Road Land | Houston, TX | — | 12,630,951 | — | (11,522,400 | ) | 1,108,551 | — | 1,108,551 | — | 2014 | N/A | |||||||||||||||||||||||||||
Cabin Branch Road Land | Hyattsville, MD | — | 507,337 | — | 1,851,968 | 2,359,305 | — | 2,359,305 | — | 2017 | N/A | ||||||||||||||||||||||||||||
Rouse Kent Limited | Kent, UK | — | — | — | 24,724,274 | 24,724,274 | — | 24,724,274 | — | 2012 | N/A | ||||||||||||||||||||||||||||
Port Crossing Commerce Center Land | La Porte, TX | — | 5,073,341 | — | 316,899 | 5,390,240 | — | 5,390,240 | — | 2015 | N/A | ||||||||||||||||||||||||||||
Commodore Business Park | Logan, NJ | — | 792,118 | — | 1,456,064 | 2,248,182 | — | 2,248,182 | — | 1995 | N/A | ||||||||||||||||||||||||||||
Paramount Boulevard Land | Long Beach, CA | — | 33,689,684 | — | 197,422 | 33,887,106 | — | 33,887,106 | 2018 | N/A | |||||||||||||||||||||||||||||
Spring Creek Land | Lower Macungie Twp, PA | — | 36,615,601 | — | 12,137,495 | 48,753,096 | — | 48,753,096 | — | 2013 | N/A | ||||||||||||||||||||||||||||
Miami International Tradeport Land | Medley, FL | — | 8,359,177 | — | 9,001,589 | 17,360,766 | — | 17,360,766 | — | 2011 | N/A | ||||||||||||||||||||||||||||
557 Nazareth Pike Land | Nazareth, PA | — | 4,667,646 | — | 668,506 | 5,336,152 | — | 5,336,152 | — | 2013 | N/A | ||||||||||||||||||||||||||||
357 Wilson Avenue Land | Newark, NJ | — | 12,882,076 | — | 145,473 | 13,027,549 | — | 13,027,549 | 2018 | N/A | |||||||||||||||||||||||||||||
Century Commerce Center Land | Northampton, PA | — | 17,347,131 | — | 1,915,008 | 19,262,139 | — | 19,262,139 | 2018 | N/A | |||||||||||||||||||||||||||||
Southern Boulevard Land | Palm Beach County, FL | — | 6,628,239 | — | 4,838,777 | 11,467,016 | — | 11,467,016 | — | 2014 | N/A | ||||||||||||||||||||||||||||
Buckeye Logistics Center West Land | Phoenix, AZ | — | 4,193,865 | — | 2,331,154 | 6,525,019 | — | 6,525,019 | — | 2013 | N/A | ||||||||||||||||||||||||||||
Watkins Street and 48th Avenue Land | Phoenix, AZ | — | 4,078,812 | — | 247,597 | 4,326,409 | — | 4,326,409 | 2018 | N/A | |||||||||||||||||||||||||||||
Woodlands Center Land | Sandston, VA | — | 148,314 | — | 21,717 | 170,031 | — | 170,031 | — | 1996 | N/A | ||||||||||||||||||||||||||||
Suffolk Land | Suffolk, VA | — | 2,715,714 | — | 823,895 | 3,539,609 | — | 3,539,609 | — | 2006 | N/A |
106
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP | |||||||||||||||||||||||||||||||||||||||
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION | |||||||||||||||||||||||||||||||||||||||
AS OF DECEMBER 31, 2018 | |||||||||||||||||||||||||||||||||||||||
Initial Cost | Gross Amount Carried at End of Period | ||||||||||||||||||||||||||||||||||||||
Project | Location | Encumbrances (1) | Land | Building | Costs Capitalized Subsequent to Acquisition (2) | Land and Improvements | Building and Improvements | Total 12/31/2018 | Accumulated Depreciation 12/31/2018 | Date of Construction or Acquisition | Depreciable life (years) | ||||||||||||||||||||||||||||
LAND HELD FOR DEVELOPMENT | |||||||||||||||||||||||||||||||||||||||
6119 W. Linebaugh Avenue | Tampa, FL | — | 180,136 | — | (105,136 | ) | 75,000 | — | 75,000 | — | 2000 | N/A | |||||||||||||||||||||||||||
Legacy Park Land | Tampa, FL | — | 3,289,423 | — | 910,577 | 4,200,000 | — | 4,200,000 | — | 2006 | N/A | ||||||||||||||||||||||||||||
Subtotal Land Held for Development | $ | — | $ | 224,063,793 | $ | — | $ | 72,180,087 | $ | 296,243,880 | $ | — | $ | 296,243,880 | $ | — | |||||||||||||||||||||||
Total All Properties | $ | 9,174,820 | $ | 1,456,199,589 | $ | 2,325,879,397 | $ | 2,627,855,759 | $ | 1,532,757,930 | $ | 4,859,620,655 | $ | 6,392,378,585 | $ | 941,298,921 |
* Denotes property is collateralized under mortgages with Athene, New York Life, PGIM/Prudential and Wells Fargo totaling $347.9 million.
(1) Does not include deferred financing costs, market adjustments and encumbrances on properties held for sale.
(2) Includes foreign currency changes, write-offs of certain fully depreciated assets and net of impairment charges.
107
SCHEDULE III
LIBERTY PROPERTY TRUST AND LIBERTY PROPERTY LIMITED PARTNERSHIP
REAL ESTATE AND ACCUMULATED DEPRECIATION
(In thousands)
A summary of activity for real estate and accumulated depreciation is as follows:
Year Ended December 31, | ||||||||||||
2018 | 2017 | 2016 | ||||||||||
REAL ESTATE: | ||||||||||||
Balance at beginning of year | $ | 5,522,689 | $ | 5,225,981 | $ | 6,104,640 | ||||||
Additions | 1,380,526 | 628,189 | 407,703 | |||||||||
Disposition of property | (510,836 | ) | (331,481 | ) | (1,286,362 | ) | ||||||
Balance at end of year | $ | 6,392,379 | $ | 5,522,689 | $ | 5,225,981 | ||||||
ACCUMULATED DEPRECIATION: | ||||||||||||
Balance at beginning of year | $ | 822,069 | $ | 721,314 | $ | 952,014 | ||||||
Depreciation expense | 143,652 | 149,044 | 168,077 | |||||||||
Disposition of property | (24,422 | ) | (48,289 | ) | (398,777 | ) | ||||||
Balance at end of year | $ | 941,299 | $ | 822,069 | $ | 721,314 |
108
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Liberty Property Trust and Liberty Property Limited Partnership are included in Item 8.
1. REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND CONSOLIDATED FINANCIAL STATEMENTS
Management's Annual Report on Internal Control Over Financial Reporting - Liberty Property Trust
Reports of Independent Registered Public Accounting Firm - Liberty Property Trust
Management's Annual Report on Internal Control Over Financial Reporting - Liberty Property Limited Partnership
Reports of Independent Registered Public Accounting Firm - Liberty Property Limited Partnership
Financial Statements - Liberty Property Trust
Balance Sheets:
Liberty Property Trust Consolidated as of December 31, 2018 and 2017
Statements of Comprehensive Income:
Liberty Property Trust Consolidated for the years ended December 31, 2018 , 2017 and 2016
Statements of Equity:
Liberty Property Trust Consolidated for the years ended December 31, 2018 , 2017 and 2016
Statements of Cash Flows:
Liberty Property Trust Consolidated for the years ended December 31, 2018 , 2017 and 2016
Financial Statements - Liberty Property Limited Partnership
Balance Sheets:
Liberty Property Limited Partnership Consolidated as of December 31, 2018 and 2017
Statements of Comprehensive Income:
Liberty Property Limited Partnership Consolidated for the years ended December 31, 2018 , 2017 and 2016
Statements of Owners' Equity:
Liberty Property Limited Partnership Consolidated for the years ended December 31, 2018 , 2017 and 2016
Statements of Cash Flows:
Liberty Property Limited Partnership Consolidated for the years ended December 31, 2018 , 2017 and 2016
Notes to Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES:
Schedule II - Allowance for Doubtful Accounts for Liberty Property Trust and Liberty Property Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 2018 for Liberty Property Trust and Liberty Property Limited Partnership
All other schedules are omitted because they are either not required or the required information is shown in the financial statements or notes thereto.
109
3. EXHIBITS
The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed.
Exhibit No. | Description |
23.1* | |
23.2* | |
101.INS* | XBRL Instance Document. |
101.SCH* | XBRL Taxonomy Extension Schema Document. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | XBRL Extension Labels Linkbase. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
____________ | |
* | Filed herewith. |
110
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/ Christopher J. Papa | |
Name: | Christopher J. Papa | |
Title: | Executive Vice President | |
and Chief Financial Officer |
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: | Liberty Property Trust, its sole | |
General Partner | ||
By: | /s/ Christopher J. Papa | |
Name: | Christopher J. Papa | |
Title: | Executive Vice President | |
and Chief Financial Officer |
Dated: November 25, 2019
111