UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________
Commission file number: 1-13130 (Liberty Property Trust)
1-13132 (Liberty Property Limited Partnership)
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrants as specified in their governing documents)
MARYLAND (Liberty Property Trust) 23-7768996
PENNSYLVANIA (Liberty Property Limited Partnership) 23-2766549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
65 Valley Stream Parkway, Suite 100, Malvern, Pennsylvania 19355
(Address of Principal Executive Offices) (Zip Code)
Registrants' Telephone Number, Including Area Code (610)648-1700
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding twelve (12) months (or for such shorter
period that the registrants were required to file such reports) and (2)
have been subject to such filing requirements for the past ninety (90)
days. YES X NO
On May 5, 2000, 67,283,326 Common Shares of Beneficial Interest, par
value $.001 per share, of Liberty Property Trust were outstanding.
LIBERTY PROPERTY TRUST/LIBERTY PROPERTY LIMITED PARTNERSHIP
FORM 10-Q FOR THE PERIOD ENDED MARCH 31,2000
INDEX
- -----
Part I. Financial Information
- -------------------------------
Item 1. Financial Statements (unaudited) Page
----
Consolidated balance sheets of Liberty Property
Trust at March 31, 2000 and December 31, 1999. 4
Consolidated statements of operations of Liberty
Property Trust for the three months ended March 31,
2000 and March 31, 1999. 5
Consolidated statements of cash flows of Liberty
Property Trust for the three months ended March 31,
2000 and March 31, 1999. 6
Notes to consolidated financial statements for
Liberty Property Trust. 7
Consolidated balance sheets of Liberty Property
Limited Partnership at March 31, 2000 and
December 31, 1999. 10
Consolidated statements of operations of Liberty
Property Limited Partnership for the three months
ended March 31, 2000 and March 31, 1999. 11
Consolidated statements of cash flows of Liberty
Property Limited Partnership for the three months
ended March 31, 2000 and March 31, 1999. 12
Notes to consolidated financial statements for
Liberty Property Limited Partnership. 13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 15
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 21
Part II. Other Information
- ---------------------------
Signatures 24
Exhibit Index 25
- -2-
- -----------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in
this Quarterly Report on Form 10-Q contains statements that are or will
be forward-looking, such as statements relating to business development
and development activities, acquisitions, dispositions, future capital
expenditures, financing sources and availability, and the effects of
regulation (including environmental regulation) and competition. Such
forward-looking information involves important risks and uncertainties
that could significantly affect anticipated results in the future and,
accordingly, such results may differ from those expressed in any
forward-looking statements made by, or on behalf of, Liberty Property
Trust and Liberty Property Limited Partnership (together, the "Company").
These risks and uncertainties include, but are not limited to,
uncertainties affecting real estate businesses generally (such as entry
into new leases, renewals of leases and dependence on tenants' business
operations), risks relating to construction and development activities,
acquisitions, dispositions, possible environmental liabilities, risks
relating to leverage and debt service (including availability of
financing terms acceptable to the Company and sensitivity of the
Company's operations to fluctuations in interest rates), the potential
for the use of borrowings to make distributions necessary to qualify as a
REIT, dependence on the primary markets in which the Company's properties
are located, the existence of complex regulations relating to status as a
REIT and the adverse consequences of the failure to qualify as a REIT,
the potential adverse impact of market interest rates on the market price
for the Company's securities.
- -3-
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(UNAUDITED)
ASSETS
Real estate:
Land and land improvements $ 427,822 $ 411,678
Buildings and improvements 2,671,773 2,593,002
Less accumulated depreciation (283,695) (270,174)
---------- ----------
Operating real estate 2,815,900 2,734,506
Development in progress 113,330 138,870
Land held for development 123,381 111,201
---------- ----------
Net real estate 3,052,611 2,984,577
Cash and cash equivalents 3,184 9,064
Accounts receivable 15,783 13,388
Deferred financing and leasing costs,
net of accumulated amortization
(2000, $60,744; 1999, $58,033) 47,059 46,941
Prepaid expenses and other assets 64,195 64,163
---------- ----------
Total assets $3,182,832 $3,118,133
========== ==========
LIABILITIES
Mortgage loans $ 372,642 $ 374,825
Unsecured notes 985,000 985,000
Credit facility 133,000 47,000
Convertible debentures 74,466 84,413
Accounts payable 17,709 15,599
Accrued interest 17,013 22,422
Dividend payable 39,235 39,198
Other liabilities 60,889 67,558
---------- ----------
Total liabilities 1,699,954 1,636,015
Minority interest 187,285 187,511
SHAREHOLDERS' EQUITY
8.80% Series A cumulative redeemable preferred
shares, $.001 par value, 5,000,000 shares
authorized, issued and outstanding as of
March 31, 2000 and December 31, 1999 120,814 120,814
Common shares of beneficial interest, $.001
par value, 191,200,000 shares authorized,
67,162,787 (includes 59,100 in treasury) and 67,030,199
(includes 59,100 in treasury) shares issued and
outstanding as of March 31, 2000 and December 31, 1999,
respectively 67 67
Additional paid-in capital 1,199,831 1,196,736
Unearned compensation (2,110) (743)
Distributions in excess of net income (21,682) (20,940)
Common shares in treasury, at cost, 59,100 shares as of
March 31, 2000 and December 31, 1999 (1,327) (1,327)
---------- -----------
Total shareholders' equity 1,295,593 1,294,607
---------- -----------
Total liabilities and shareholders' equity $3,182,832 $ 3,118,133
========== ===========
See accompanying notes.
- -4-
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31,2000 MARCH 31, 1999
------------- --------------
REVENUE
Rental $ 91,972 $ 81,468
Operating expense reimbursement 35,771 29,523
Interest and other 1,216 1,229
--------- ---------
Total revenue 128,959 112,220
--------- ---------
OPERATING EXPENSES
Rental property expenses 24,622 21,193
Real estate taxes 12,524 9,777
Interest expense 25,650 23,753
General and administrative 4,445 3,985
Depreciation and amortization 22,648 20,143
--------- ---------
Total operating expenses 89,889 78,851
--------- ---------
Income before property dispositions
extraordinary item and minority interest 39,070 33,369
Gain on property dispositions 4,353 1,269
--------- ---------
Income before extraordinary item and
minority interest 43,423 34,638
Extraordinary item-loss on extinquishment
of debt 1,875 -
--------- ---------
Income before minority interest 41,548 34,638
Minority interest 4,679 2,210
--------- ---------
Net income 36,869 32,428
Preferred distributions 2,750 2,750
--------- ---------
Income available to common shareholders $ 34,119 $ 29,678
========= =========
Earnings per share
Basic:
Income before extraordinary item $ 0.54 $ 0.45
Extraordinary item (0.03) -
--------- ---------
Income available to common shareholders $ 0.51 $ 0.45
========= =========
Diluted:
Income before extraordinary item $ 0.53 $ 0.45
Extraordinary item (0.02) -
--------- ---------
Income available to common shareholders $ 0.51 $ 0.45
========= =========
Distributions declared per common share $ 0.52 $ 0.45
========= =========
Weighted average number of common shares
Outstanding
Basic 67,025 66,018
Diluted 67,275 66,177
========= =========
See accompanying notes.
- -5-
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(UNAUDITED AND IN THOUSANDS)
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
OPERATING ACTIVITIES
Net income $ 36,869 $ 32,428
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 22,648 20,143
Amortization of deferred financing costs 880 1,152
Minority interest in net income 4,679 2,210
Gain on sale (4,353) (1,269)
Noncash compensation 1,182 1,309
Changes in operating assets and liabilities:
Accounts receivable (2,395) 5,512
Prepaid expenses and other assets (367) 3,590
Accounts payable 2,110 5,435
Accrued interest (5,409) (9,572)
Other liabilities (6,669) (7,930)
---------- ---------
Net cash provided by operating activities 49,175 53,008
---------- ---------
INVESTING ACTIVITIES
Investment in properties (42,018) (32,921)
Proceeds from disposition of properties 30,743 12,920
Investment in development in progress (47,464) (50,992)
Investment in land held for development (24,937) (5,654)
Increase in deferred leasing costs (3,479) (3,288)
---------- --------
Net cash used in investing activities (87,155) (79,935)
---------- --------
FINANCING ACTIVITIES
Net proceeds from issuance of common shares 211 284
Proceeds from issuance of preferred units - -
Purchase of treasury shares - -
Retirement of convertible debentures (9,750) -
Proceeds from issuance of unsecured notes - 135,000
Repayment of unsecured notes - -
Repayments of mortgage loans (2,183) (5,538)
Proceeds from credit facility 86,000 36,000
Repayments on credit facility - (103,000)
Decrease (Increase) in deferred financing costs 162 (808)
Distributions paid on common shares (34,825) (29,540)
Distributions paid on preferred shares (2,750) (2,750)
Distributions paid on units (4,765) (2,386)
---------- ---------
Net cash provided by financing activities 32,100 27,262
(Decrease) increase in cash and cash equivalents (5,880) 335
Cash and cash equivalents at beginning of period 9,064 14,391
---------- ---------
Cash and cash equivalents at end of period $ 3,184 $ 14,726
========== =========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
deferred costs $ 7,062 $ -
Conversion of convertible debentures 194 4,674
========== =========
See accompanying notes.
- -6-
LIBERTY PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited consolidated financial statements of Liberty
Property Trust (the "Trust") and its subsidiaries, including Liberty
Property Limited Partnership (the "Operating Partnership") (the Trust,
Operating Partnership and their respective subsidiaries referred to
collectively as the "Company"), have been prepared in accordance with
accounting principles generally accepted in the United States ("USGAAP")
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by USGAAP for complete financial
statements and should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report on
Form 10-K of the Trust and the Operating Partnership for the year ended
December 31, 1999. In the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the financial statements for these interim periods have
been included. The results of interim periods are not necessarily
indicative of the results to be obtained for a full fiscal year. Certain
amounts from prior periods have been restated to conform to current
period presentation.
The following table sets forth the computation of basic and diluted
income per common share for the three-month period ended March 31, 2000
and 1999:
FOR THE THREE MONTHS FOR THE THREE MONTHS
ENDED MARCH 31, 2000 ENDED MARCH 31, 1999
------------------------------------- -------------------------------------
INCOME SHARES PER SHARE INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- ----------- ------------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net income $ 36,869 $ 32,428
Less: Preferred
distributions 2,750 2,750
------- --------
Basic income per
common share
Income available
to common share-
holders 34,119 67,025 $0.51 29,678 66,018 $ 0.45
======
Effect of dilutive
securities
Options - 250 - 159
-------- ------ -------- -------
Diluted income per
common share
Income available
to common share-
holders and assumed
conversions $ 34,119 67,275 $0.51 $ 29,678 66,177 $ 0.45
======== ====== ===== ======== ======= ======
Diluted income per common share includes the weighted average common
shares and the dilutive effect of the outstanding options.
- -7-
NOTE 2 - ORGANIZATION
- ---------------------
Liberty Property Trust (the "Trust") is a self-administered and self-
managed Maryland real estate investment trust (a "REIT"). Substantially
all of the Trust's assets are owned directly or indirectly, and
substantially all of the Trust's operations are conducted directly or
indirectly, by its subsidiary, Liberty Property Limited Partnership, a
Pennsylvania limited partnership (the "Operating Partnership" and,
together with the Trust, the "Company"). The Trust is the sole general
partner and also a limited partner of the Operating Partnership, with a
combined common equity interest in the Operating Partnership of 93.2% at
March 31, 2000. The Company provides leasing, property management,
development, acquisition, construction management and design management
for a portfolio of industrial and office properties which are located
principally within the Southeastern, Mid-Atlantic and Midwestern United
States.
NOTE 3 - SEGMENT INFORMATION
- ----------------------------
The Company reviews performance of the portfolio on a geographical
basis, as such, the following regions are considered the Company's
reportable segments: Southeastern Pennsylvania; New Jersey; Lehigh
Valley, Pennsylvania; Virginia; the Carolinas; Jacksonville, Florida;
Detroit, Michigan; and all others combined (including Maryland; Tampa,
Florida; South Florida; Minneapolis, Minnesota; and the United Kingdom).
The Company's reportable segments are distinct business units which are
each managed separately in order to concentrate market knowledge within
a geographical area. Within these reportable segments, the Company
derives its revenues from its two product types: industrial properties
and office properties.
The Company evaluates performance of the reportable segments based on
property-level net operating income, which is calculated as rental
revenue and operating expense reimbursement less rental property
expenses and real estate taxes. The accounting policies of the
reportable segments are the same as those for the Company on a
consolidated basis. The operating information by segment is as follows
(in thousands):
FOR THE THREE MONTHS ENDED MARCH 31, 2000
- ------------------------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
Real-estate
related revenues $35,374 $10,555 $12,316 $10,752 $9,621 $10,339 $13,958 $24,828 $127,743
Rental property
expenses and
real estate taxes 10,584 3,290 3,202 2,567 2,758 2,364 4,895 7,486 37,146
------- ------- ------- ------- ------ ------- ------- ------- --------
Property-level net
operating income 24,790 7,265 9,114 8,185 6,863 7,975 9,063 17,342 90,597
Other income/expenses, net 51,527
--------
Income before property dispositions, extraordinary item and minority interest 39,070
Gain on property dispositions 4,353
Extraordinary item-loss on extinguishment of debt 1,875
Minority interest 4,679
Preferred distributions 2,750
--------
Income available to common shareholders $ 34,119
========
- -8-
FOR THE THREE MONTHS ENDED MARCH 31, 1999
- ------------------------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
Real-estate
related revenues $26,808 $11,655 $10,739 $ 9,978 $ 9,510 $ 9,881 $11,686 $20,734 $110,991
Rental property
expenses and
real estate taxes 7,850 3,472 2,377 2,264 2,724 2,296 3,737 6,250 30,970
-------- -------- -------- -------- -------- -------- -------- -------- --------
Property-level net
operating income 18,958 8,183 8,362 7,714 6,786 7,585 7,949 14,484 80,021
Other income/expenses, net 46,652
--------
Income before property dispositions, extraordinary item and minority interest 33,369
Gain on property dispositions 1,269
Minority interest 2,210
Preferred distributions 2,750
--------
Income available to common shareholders $29,678
========
NOTE 4 - SUBSEQUENT EVENTS
- --------------------------------
In April 2000, the Company obtained a new, three-year, $450 million
unsecured revolving credit facility replacing a $325 million unsecured
revolving credit facility due May 2000 and a $90 million term loan due
January 2001.
The interest rate on borrowings under the new credit facility fluctuates
based upon the Company's ratings from Moody's Investors Services, Inc.
("Moody's") and Standard & Poor's Ratings Group ("Standard & Poor's").
Moody's and Standard & Poor's currently assign senior debt ratings to
the Company of Baa3 and BBB-, respectively. At these ratings, the
interest rate for borrowings under the new credit facility is 115 basis
points over LIBOR.
In April 2000, the Company completed a private placement of 800,000
Series C Cumulative Redeemable Preferred Units of the Operating
Partnership. The Series C Preferred Units are payable at the rate of
9.125% per annum of the $25 liquidation preference, and are redeemable
at the option of the Company at any time on or after April 18, 2005 at
$25 per share.
- -9-
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(IN THOUSANDS)
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(UNAUDITED)
ASSETS
Real estate:
Land and land improvements $ 427,822 $ 411,678
Buildings and improvements 2,671,773 2,593,002
Less accumulated depreciation (283,695) (270,174)
---------- ----------
Operating real estate 2,815,900 2,734,506
Development in progress 113,330 138,870
Land held for development 123,381 111,201
---------- ----------
Net real estate 3,052,611 2,984,577
Cash and cash equivalents 3,184 9,064
Accounts receivable 15,783 13,388
Deferred financing and leasing costs,
net of accumulated amortization
(2000, $60,744; 1999, $58,033) 47,059 46,941
Prepaid expenses and other assets 64,195 64,163
---------- ----------
Total assets $3,182,832 $3,118,133
========== ==========
LIABILITIES
Mortgage loans $ 372,642 $ 374,825
Unsecured notes 985,000 985,000
Credit facility 133,000 47,000
Convertible debentures 74,466 84,413
Accounts payable 17,709 15,599
Accrued interest 17,013 22,422
Dividend payable 39,235 39,198
Other liabilities 60,889 67,558
---------- ----------
Total liabilities 1,699,954 1,636,015
OWNERS' EQUITY
General partner's equity-preferred units 120,814 120,814
-common units 1,174,779 1,173,793
Limited partners' equity 187,285 187,511
---------- ----------
Total owners' equity 1,482,878 1,482,118
---------- ----------
Total liabilities and owners' equity $3,182,832 $3,118,133
========== ==========
See accompanying notes.
- -10-
CONSOLIDATED STATEMENTS OF OPERATIONS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
REVENUE
Rental $ 91,972 $ 81,468
Operating expense reimbursement 35,771 29,523
Interest and other 1,216 1,229
--------- ---------
Total revenue 128,959 112,220
--------- ---------
OPERATING EXPENSES
Rental property expenses 24,622 21,193
Real estate taxes 12,524 9,777
Interest expense 25,650 23,753
General and administrative 4,445 3,985
Depreciation and amortization 22,648 20,143
--------- ---------
Total operating expenses 89,889 78,851
--------- ---------
Income before property dispositions
and extraordinary item 39,070 33,369
Gain on property dispositions 4,353 1,269
--------- ---------
Income before extraordinary item 43,423 34,638
Extraordinary item-loss on extinguishment
of debt 1,875 -
--------- ---------
Net income $ 41,548 $ 34,638
========= =========
Net income allocated to general partner $ 36,869 $ 32,428
========= =========
Net income allocated to limited partners $ 4,679 $ 2,210
========= =========
See accompanying notes.
- -11-
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP
(UNAUDITED AND IN THOUSANDS)
THREE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
-------------- --------------
OPERATING ACTIVITIES
Net income $ 41,548 $ 34,638
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 22,648 20,143
Amortization of deferred financing costs 880 1,152
Gain on sale (4,353) (1,269)
Noncash compensation 1,182 1,309
Changes in operating assets and liabilities:
Accounts receivable (2,395) 5,512
Prepaid expenses and other assets (367) 3,590
Accounts payable 2,110 5,435
Accrued interest (5,409) (9,572)
Other liabilities (6,669) (7,930)
--------- ---------
Net cash provided by operating activities 49,175 53,008
--------- ---------
INVESTING ACTIVITIES
Investment in properties (42,018) (32,921)
Proceeds from disposition of properties 30,743 12,920
Investment in development in progress (47,464) (50,992)
Investment in land held for development (24,937) (5,654)
Increase in deferred leasing costs (3,479) (3,288)
--------- ---------
Net cash used in investing activities (87,155) (79,935)
--------- ---------
FINANCING ACTIVITIES
Retirement of Convertible Debentures (9,750) -
Proceeds from issuance of unsecured notes - 135,000
Repayments of unsecured notes - -
Repayments of mortgage loans (2,183) (5,538)
Proceeds from credit facility 86,000 36,000
Repayments on credit facility - (103,000)
Decrease (Increase) in deferred financing costs 162 (808)
Capital contributions 211 284
Distributions to partners (42,340) (34,676)
--------- --------
Net cash provided by financing activities 32,100 27,262
(Decrease) increase in cash and cash equivalents (5,880) 335
Cash and cash equivalents at beginning of period 9,064 14,391
--------- ----------
Cash and cash equivalents at end of period $ 3,184 $ 14,726
========= ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
Write-off of fully depreciated property and
deferred costs $ 7,062 $ -
Conversion of convertible debentures 194 4,674
========== =========
See accompanying notes.
- -12-
LIBERTY PROPERTY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited consolidated financial statements of Liberty
Property Limited Partnership (the "Operating Partnership") and its direct
and indirect subsidiaries have been prepared in accordance with
accounting principles generally accepted in the United States ("USGAAP")
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by USGAAP for complete financial
statements and should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report on
Form 10-K of the Trust and the Operating Partnership for the year ended
December 31, 1999. In the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation of the financial statements for these interim periods have
been included. The results of interim periods are not necessarily
indicative of the results to be obtained for a full fiscal year. Certain
amounts from prior periods have been restated to conform to current
period presentation.
NOTE 2 - ORGANIZATION
- ---------------------
Liberty Property Trust (the "Trust") is a self-administered and self-
managed Maryland real estate investment trust (a "REIT"). Substantially
all of the Trust's assets are owned directly or indirectly, and
substantially all of the Trust's operations are conducted directly or
indirectly, by its subsidiary, Liberty Property Limited Partnership, a
Pennsylvania limited partnership (the "Operating Partnership" and,
together with the Trust and its consolidated subsidiaries, the
"Company"). The Trust is the sole general partner and also a limited
partner of the Operating Partnership, with a combined common equity
interest in the Operating Partnership of 93.2% at March 31, 2000. The
Company provides leasing, property management, acquisition, development,
construction management and design management for a portfolio of
industrial and office properties which are located principally within the
Southeastern, Mid-Atlantic and Midwestern United States.
NOTE 3 - SEGMENT INFORMATION
- ----------------------------
The Company reviews performance of the portfolio on a geographical
basis, as such, the following regions are considered the Company's
reportable segments: Southeastern Pennsylvania; New Jersey; Lehigh
Valley, Pennsylvania; Virginia; the Carolinas; Jacksonville, Florida;
Detroit, Michigan; and all others combined (including Maryland, Tampa,
Florida; South Florida; Minneapolis, Minnesota; and the United Kingdom).
The Company's reportable segments are distinct business units which are
each managed separately in order to concentrate market knowledge within
a geographical area. Within these reportable segments, the Company
derives its revenues from its two product types: industrial and office
properties.
- -13-
The Company evaluates performance of the reportable segments based on
property-level net operating income, which is calculated as rental
revenue and operating expense reimbursement less rental property
expenses and real estate taxes. The accounting policies of the
reportable segments are the same as those for the Company on a
consolidated basis. The operating information by segment is as follows
(in thousands):
FOR THE THREE MONTHS ENDED MARCH 31, 2000
- -----------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- --------
Real-estate
related revenues $ 35,374 $ 10,555 $ 12,316 $ 10,752 $ 9,621 $ 10,339 $ 13,958 $ 24,828 $127,743
Rental property
expenses and
real estate taxes 10,584 3,290 3,202 2,567 2,758 2,364 4,895 7,486 37,146
-------- -------- -------- -------- ------- -------- -------- -------- --------
Property-level net
operating income 24,790 7,265 9,114 8,185 6,863 7,975 9,063 17,342 90,597
Other income/expenses, net 51,527
--------
Income before property dispositions and extraordinary item 39,070
Gain on property dispositions 4,353
Extraordinary item-loss on extinguishment of debt 1,875
--------
Net income $ 41,548
========
Net income allocated to general partners $ 36,869
========
Net income allocated to limited partners $ 4,679
========
FOR THE THREE MONTHS ENDED MARCH 31, 1999
- ------------------------------------------------------------------------------------------------------
SE New Lehigh The
Pennsyl. Jersey Valley Virginia Carolinas Jacksonville Michigan All Others Total
-------- -------- -------- -------- --------- ------------ -------- ---------- -------
Real-estate
related revenues $ 26,808 $ 11,655 $ 10,739 $ 9,978 $ 9,510 $ 9,881 $ 11,686 $ 20,734 $110,991
Rental property
expenses and
real estate taxes 7,850 3,472 2,377 2,264 2,724 2,296 3,737 6,250 30,970
-------- -------- -------- -------- -------- -------- -------- -------- --------
Property-level net
operating income 18,958 8,183 8,362 7,714 6,786 7,585 7,949 14,484 80,021
Other income/expenses, net 46,652
--------
Income before property dispositions and extraordinary item 33,369
Gain on property dispositions 1,269
Extraordinary item-loss on extinguishment of debt -
--------
Net income $ 34,638
========
Net income allocated to general partner $ 32,428
========
Net income allocated to limited partners $ 2,210
========
NOTE 4 - SUBSEQUENT EVENTS
- --------------------------------
In April 2000, the Company obtained a new, three-year, $450 million
unsecured revolving credit facility replacing a $325 million unsecured
revolving credit facility due May 2000 and a $90 million term loan due
January 2001.
The interest rate on borrowings under the new credit facility fluctuates
based upon the Company's ratings from Moody's Investors Services, Inc.
- -14-
("Moody's") and Standard & Poor's Ratings Group ("Standard & Poor's").
Moody's and Standard & Poor's currently assign senior debt ratings to
the Company of Baa3 and BBB-, respectively. At these ratings, the
interest rate for borrowings under the new credit facility is 115 basis
points over LIBOR.
In April 2000, the Company completed a private placement of 800,000
Series C Cumulative Redeemable Preferred Units of the Operating
Partnership. The Series C Preferred Units are payable at the rate of
9.125% per annum of the $25 liquidation preference, and are redeemable
at the option of the Company at any time on or after April 18, 2005 at
$25 per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- -----------------------------------------------------------------------
OVERVIEW
The following discussion and analysis is based on a consolidated view of
the Company. Geographic segment data for the three-month periods ended
March 31, 2000 and 1999 is included in Note 3 of the Notes to the Liberty
Property Trust and Liberty Property Limited Partnership Financial
Statements, respectively.
In 2000, the Company has continued to pursue development and acquisition
opportunities and has continued to focus on increasing the cash flow from
its properties in operation by increasing property occupancy and
increasing rental rates.
The composition of the Company's properties in operation as of March 31,
2000 and 1999 is as follows (in thousands):
TOTAL PERCENT OF TOTAL
SQUARE FEET SQUARE FEET PERCENT OCCUPIED
---------------- ---------------- ----------------
MARCH 31, MARCH 31, MARCH 31,
TYPE 2000 1999 2000 1999 2000 1999
- ------------------------- ------- ------- ------- ------- ------- -------
Industrial - Distribution 19,612 19,244 41.6% 42.7% 94.9% 95.7%
Industrial - Flex 12,759 13,213 27.1% 29.4% 93.5% 93.8%
Office 14,733 12,561 31.3% 27.9% 94.9% 94.2%
------- ------- ------ ------ ------ ------
Total 47,104 45,018 100.0% 100.0% 94.5% 94.7%
======= ====== ====== ====== ====== ======
- -15-
The expiring square feet and annual base rent by year for the properties
in operation as of March 31, 2000 are as follows (in thousands):
INDUSTRIAL-
DISTRIBUTION INDUSTRIAL-FLEX OFFICE TOTAL
------------------ ------------------ ------------------ ------------------
SQUARE ANNUAL SQUARE ANNUAL SQUARE ANNUAL SQUARE ANNUAL
YEAR FEET BASE RENT FEET BASE RENT FEET BASE RENT FEET BASE RENT
- ---------- ------ --------- ------ --------- ------ --------- ------ ---------
2000 1,324 5,227 1,858 14,215 1,921 23,846 5,103 43,288
2001 3,159 13,497 2,002 15,299 1,729 21,781 6,890 50,577
2002 3,312 13,452 1,893 15,287 1,420 17,585 6,625 46,324
2003 1,753 8,461 1,997 17,996 1,360 18,301 5,110 44,758
2004 2,294 11,298 1,480 13,508 1,571 24,046 5,345 48,852
2005 1,866 9,093 702 7,235 1,794 25,177 4,362 41,505
Thereafter 4,912 25,082 1,994 20,831 4,186 68,635 11,092 114,548
------ ------ ------ ------- ------ ------- ------ -------
Total 18,620 86,110 11,926 104,371 13,981 199,371 44,527 389,852
====== ====== ====== ======= ====== ======= ====== =======
The scheduled deliveries of the 2.5 million square feet of properties
under development as of March 31, 2000 are as follows (in thousands):
SQUARE FEET
-----------------------------
SCHEDULED IND- IND- PERCENT PRE-LEASED
IN-SERVICE DATE DIST. FLEX OFFICE TOTAL MARCH 31, 2000 TOTAL INVESTMENT
- ---------------- ------ ------ ------- ------ ------------------ ----------------
2nd Quarter 2000 - 129 302 431 71.8% $ 48,700
3rd Quarter 2000 - 55 105 160 46.1% 17,328
4th Quarter 2000 - 15 114 129 43.1% 14,315
1st Quarter 2001 250 65 32 347 - 18,340
Thereafter 855 174 383 1,412 1.9% 94,038
------ ------ ------- ------ ------ ----------
Total 1,105 438 936 2,479 18.8% $192,721
====== ====== ======= ====== ====== ==========
RESULTS OF OPERATIONS
The following discussion is based on the consolidated financial
statements of the Company. It compares the results of operations of the
Company for the three months ended March 31, 2000 (unaudited) with the
results of operations of the Company for the three months ended March 31,
1999 (unaudited). As a result of the significant level of development
acquisition and disposition activities by the Company in 2000 and 1999,
the overall operating results of the Company during such periods are not
directly comparable. However, certain data, including the "Same Store"
comparison, do lend themselves to direct comparison. As used herein, the
term "Company" includes the Trust, the Operating Partnership and their
subsidiaries.
This information should be read in conjunction with the accompanying
consolidated financial statements and notes included elsewhere in this
report.
For the three months ended March 31, 2000 compared to the three months
ended March 31, 1999.
- -----------------------------------------------------------------------
Total revenue (principally rental revenue and operating expense
reimbursement) increased to $129.0 million from $112.2 million for the
three months ended March 31, 2000 compared to the same period in 1999.
This increase is primarily due to the increase in the number of
properties in operation during the respective periods. As of March 31,
- -16-
1999, the Company had 625 properties in operation and, as of March 31,
2000, the Company had 645 properties in operation. From January 1, 1999
through March 31, 1999, the Company completed the development on or
acquired 19 properties for a Total Investment (as defined below) of
approximately $71.2 million. From January 1, 2000 through March 31,
2000, the Company completed the development on or acquired 15 properties
for a Total Investment of approximately $130.7 million. Offsetting the
increases in the number of properties developed and acquired and the
related Total Investments during the periods were property dispositions.
From January 1, 1999 through March 31, 1999, the Company sold two
properties, for net proceeds of approximately $8.3 million. From January
1, 2000 through March 31, 2000, the Company sold three properties, for
net proceeds of approximately $29.4 million. The "Total Investment" for
a property is defined as the property's purchase price plus closing costs
and management's estimate, as determined at the time of acquisition, of
the cost of necessary building improvements in the case of acquisitions,
or land costs and land and building improvement costs in the case of
development projects, and where appropriate, other development costs and
carrying costs required to reach rent commencement.
Rental property and real estate tax expenses increased to $37.1 million
from $31.0 million for the three months ended March 31, 2000 compared to
the same period in 1999. This increase is due to the increase in the
number of properties owned during the respective periods.
Property-level operating income for the "Same Store" properties
(properties owned as of January 1, 1999) increased to $77.8 million for
the three months ended March 31, 2000 from $75.9 million for the three
months ended March 31, 1999, with straightlining (which recognizes rental
revenue evenly over the life of the lease), and increased to $76.1
million for the three months ended March 31, 2000 from $74.3 million for
the three months ended March 31, 1999, without straightlining. These
increases of 2.4% and 2.4%, respectively, are due to increases in the
rental rates for the properties.
Set forth below is a schedule comparing the property-level operating
income for the "Same Store" properties for the three-month periods ended
March 31, 2000 and 1999 (in thousands).
WITH STRAIGHTLINING WITHOUT STRAIGHTLINING
------------------------------ ------------------------------
THREE MONTHS ENDED THREE MONTHS ENDED
------------------------------ ------------------------------
MARCH 31, 2000 MARCH 31, 1999 MARCH 31, 2000 MARCH 31, 1999
-------------- -------------- -------------- --------------
Rental Revenue $ 78,910 $ 76,928 $ 77,297 $ 75,356
Operating expense reimbursement 30,493 27,575 30,493 27,575
-------- -------- -------- --------
109,403 104,503 107,790 102,931
Rental property expense 21,121 19,611 21,121 19,611
Real estate taxes 10,521 8,981 10,521 8,981
-------- -------- -------- --------
Property-level operating income $ 77,761 $ 75,911 $ 76,148 $ 74,339
======== ======== ======== ========
General and administrative expenses increased to $4.4 million for the
three months ended March 31, 2000 from $4.0 million for the three months
ended March 31, 1999. This increase is due to the increase in personnel
and other related overhead costs necessitated by the increase in the
number of properties in operation during the respective periods.
- -17-
Depreciation and amortization expense increased to $22.6 million for the
three months ended March 31, 2000 from $20.1 million for the three months
ended March 31, 1999. This increase is due to an increase in the number
of properties owned during the respective periods.
Interest expense increased to $25.7 million for the three months ended
March 31, 2000 from $23.8 million for the three months ended March 31,
1999. This increase is due to an increase in the average debt
outstanding for the respective periods which was $1,528.2 million for the
first quarter of 2000 compared to $1,452.7 million for the first quarter
of 1999. In addition, the weighted average interest rates for the
respective periods have increased from 7.13% to 7.33%.
In the first quarter of 2000, the Company realized a gain on sale of $4.4
million, due to the sale of three properties and one parcel of land for
$31.6 million. In the first quarter of 1999, the Company realized a gain
on sale of $1.3 million, due to the sale of two properties for $8.7
million.
In the first quarter of 2000, the Company repurchased $9.8 million
principal amount of its Exchangeable Subordinated Debentures due 2001
(the "Convertible Debentures"). This resulted in the recognition of an
extraordinary loss in the first quarter of 2000 totaling $1.9 million.
This loss represented the redemption premium and the write-off of related
deferred financing costs. There were no extraordinary items in the first
quarter of 1999.
As a result of the foregoing, the Company's income before minority
interest increased to $41.5 million for the three months ended
March 31, 2000 from $34.6 million for the three months ended March 31,
1999. In addition, net income increased to $36.9 million for the three
months ended March 31, 2000 from $32.4 million for the three months ended
March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had cash and cash equivalents of $3.2
million.
Net cash flow provided by operating activities decreased to $49.2 million
for the three months ended March 31, 2000 from $53.0 million for the
three months ended March 31, 1999. This $3.8 million decrease was
primarily due to the fluctuations in accounts receivable and accounts
payable during the respective periods.
Net cash used in investing activities increased to $87.2 million for the
three months ended March 31, 2000 from $79.9 million for the three months
ended March 31, 1999. This increase primarily resulted from increased
acquisition activity in 2000, and an increase in land held for
development.
Net cash provided by financing activities increased to $32.1 million for
the three months ended March 31, 2000 from $27.3 million for the three
months ended March 31, 1999. This increase is due to an increase in the
Company's financing requirements consistent with its increase in
investing activities.
The Company believes that its undistributed cash flow from operations is
adequate to fund its short-term liquidity requirements.
- -18-
The Company funds its acquisitions and completed development with long-
term capital sources. In the three months ended March 31, 2000, these
activities were funded on a temporary basis through a $325.0 million
unsecured line of credit (the "$325 Million Credit Facility"), which was
replaced in April 2000.
In April 2000, the Company increased its borrowing capacity and obtained
a new $450 million unsecured revolving credit facility (the "$450 Million
Credit Facility") replacing the $325 Million Credit Facility and a $90
million term loan due January 2001 (the "$90 Million Term Loan").
The interest rate on borrowings under the $325 Million Credit Facility,
the $90 Million Term Loan and the $450 Million Credit Facility fluctuates
based upon the Company's leverage levels or ratings from Moody's
Investors Services, Inc. ("Moody's") and Standard & Poor's Ratings Group
("Standard & Poor's"). Moody's and Standard & Poor's currently assign
senior debt ratings to the Company of Baa3 and BBB-, respectively. At
these ratings, the interest rate for borrowings under the $325 Million
Credit Facility was 110 basis points over LIBOR, for borrowings under the
$90 Million Term Loan was 135 basis points over LIBOR and for borrowings
under the $450 Million Credit Facility is 115 basis points over LIBOR.
As of March 31, 2000, $372.6 million in mortgage loans, $895.0 million in
unsecured notes and $90.0 million in an unsecured term loan were
outstanding. The interest rates on $1,261.4 million of mortgage loans
and unsecured notes are fixed and range from 5.0% to 9.1%. Interest
rates on $6.3 million of mortgage loans and the unsecured term loan float
with LIBOR or a municipal bond index, none of which is subject to a cap.
The weighted average remaining term for the mortgage loans, unsecured
notes and the unsecured term loan is 7.4 years. The scheduled maturities
of principal amortization of the Company's mortgage loans, unsecured
notes and the unsecured term loan outstanding and the related weighted
average interest rates are as follows (in thousands):
MORTGAGES UNSECURED WEIGHTED
-------------------------- NOTES AND AVERAGE
AMORTIZATION MATURITIES TERM LOAN TOTAL INTEREST RATE
------------ ---------- ---------- ---------- --------------
2000 $ 7,390 $ 5,570 $ - $ 12,960 7.9%
2001 9,246 20,122 90,000 119,368 7.3%
2002 8,147 - 100,000 108,147 6.7%
2003 8,127 26,606 50,000 84,733 7.3%
2004 8,206 16,340 100,000 124,546 7.0%
2005 7,132 115,051 - 122,183 7.6%
2006 5,046 30,079 100,000 135,125 7.2%
2007 4,592 - 100,000 104,592 7.3%
2008 4,280 28,835 - 33,115 7.2%
2009 2,163 42,069 270,000 314,232 7.8%
2010 1,367 - - 1,367 7.7%
2011 1,104 3,303 - 4,407 7.7%
2012 193 17,674 - 17,867 7.7%
2013 - - 75,000(1) 75,000 6.4%
2018 - - 100,000 100,000 7.5%
--------- --------- --------- ---------- -------
$ 66,993 $ 305,649 $ 985,000 $1,357,642 7.3%
========= ========= ========= ========== =======
(1) Callable 2003.
GENERAL
The Company believes that its existing sources of capital will provide
sufficient funds to finance its continued development and acquisition
- -19-
activities. The Company's existing sources of capital include the public
debt and equity markets, proceeds from property dispositions and net
cash provided from its operating activities. Additionally, the Company
expects to incur variable rate debt, including borrowings under the $450
Million Credit Facility, from time to time.
In 1999, the Company received approximately $93.0 million in aggregate
net proceeds from the issuance of 9.25% Series B Cumulative Redeemable
Preferred Units, $135.0 million from the closing of a two-year unsecured
term loan, and approximately $246.0 million in aggregate net proceeds
from the issuance of unsecured notes. The Company used the aggregate net
proceeds from issuance of the preferred units, term loan and unsecured
notes to fund the Company's activities, including paying down the credit
facility, which funds development and acquisition activity.
In October 1999, the Board of Trustees authorized a share repurchase
program under which the Company may purchase up to $100 million of the
Company's Common Shares or Convertible Debentures. Through May 5, 2000,
the Company purchased 59,100 Common Shares and purchased Convertible
Debentures exchangeable into 877,950 Common Shares. The total cost for
the purchase of the Common Shares and Convertible Debentures was
approximately $21.9 million.
The Company has an effective S-3 shelf registration statement on file
with the Securities and Exchange Commission. As of May 5, 2000, the
Company had the capacity pursuant to this shelf registration statement to
issue $688.4 million in equity securities and the Operating Partnership
had the capacity to issue $108.0 million in debt securities.
CALCULATION OF FUNDS FROM OPERATIONS
Management generally considers Funds from operations (as defined below) a
useful financial performance measure of the operating performance of an
equity REIT, because, together with net income and cash flows, Funds from
operations provides investors with an additional basis to evaluate the
ability of a REIT to incur and service debt and to fund development,
acquisitions and capital expenditures. Funds from operations is defined
by NAREIT as net income (computed in accordance with generally accepted
accounting principles), excluding gains (or losses) from sales of
property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. Funds from operations
does not represent net income or cash flows from operations as defined by
generally accepted accounting principles and does not necessarily
indicate that cash flows will be sufficient to fund cash needs. It
should not be considered as an alternative to net income as an indicator
of the Company's operating performance or to cash flows as a measure of
liquidity. Funds from operations also does not represent cash flows
generated from operating, investing or financing activities as defined by
generally accepted accounting principles. Funds from operations for the
- -20-
three months ended March 31, 2000 and March 31, 1999 are as follows (in
thousands):
THREE MONTHS ENDED
(IN THOUSANDS)
-------------------------------
MARCH 31, 2000 MARCH 31, 2000
-------------- --------------
Income available to common shareholders $ 34,119 $ 29,678
Addback:
Minority interest less preferred unit distributions 2,482 2,210
Depreciation and amortization 22,262 19,834
Extraordinary item-loss on extinguishment of debt 1,875 -
Gain on sale of property (4,353) (1,269)
========= =========
Funds from operations $ 56,385 $ 50,453
========= =========
INFLATION
- ---------
Inflation has remained relatively low during the last three years, and as
a result, it has not had a significant impact on the Company during this
period. The $450 Million Credit Facility bears interest at a variable
rate; therefore, the amount of interest payable under the $450 Million
Credit Facility will be influenced by changes in short-term interest
rates, which tend to be sensitive to inflation. To the extent an increase
in inflation would result in increased operating costs, such as in
insurance, real estate taxes and utilities, substantially all of the
tenants' leases require the tenants to absorb these costs as part of
their rental obligations. In addition, inflation also may have the effect
of increasing market rental rates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
There have been no material changes to the Company's exposure to market
risk since its Annual Report on Form 10-K for 1999.
- -21-
PART II: OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
On April 18, 2000, the Operating Partnership issued 800,000
9.125% Series C Cumulative Redeemable Preferred Units of Limited
Partnership Interest (the "Units"). The aggregate sale price of the
Units was $20.0 million. The Units were sold to an institutional
investor in a private placement in reliance on the exemption from
registration under Section 4(2) of the Securities Act of 1933, as
amended. The Units are convertible after ten years (or, under limited
circumstances, a shorter period of time), on a one-for-one basis, into
the 9.125% Series C Cumulative Redeemable Preferred Shares of Beneficial
Interest of the Trust (the "Preferred Shares"), which were authorized
for issuance by the Trust in connection with this transaction. The
Units have identical rights, preferences and privileges as the Preferred
Shares. The Units do not include any mandatory redemption or sinking
fund provisions. The holders of the Units have certain rights to cause
the Trust to register the Preferred Shares pursuant to the terms of a
registration rights agreement entered into in connection with this
private placement.
The aggregate net proceeds of the sale of the Units,
approximately $19.5 million, were used to repay the borrowings under the
$325 Million Credit Facility.
In connection with the sale of the Units, the Operating
Partnership amended its Second Restated and Amended Agreement of Limited
Partnership, as amended, pursuant to the Second Amendment thereto, filed
as Exhibit 3.1.1 to this Report. The Articles Supplementary to the
Amended and Restated Declaration of Trust of the Trust creating the
Preferred Shares are filed as Exhibit 3.1.2 to this Report.
The Units are pari passu with the 8.80% Series A Cumulative
Redeemable Preferred Units of Limited Partnership and the 9.25% Series B
Cumulative Redeemable Preferred Units of Limited Partnership of the
Operating Partnership, and senior to all other units of limited
partnership interest of the Operating Partnership. The Preferred Shares
are pari passu with the 8.80% Series A Cumulative Redeemable Preferred
Shares of Beneficial Interest and the 9.25% Series B Cumulative
Redeemable Preferred Shares of Beneficial Interest of the Trust, and
senior to the Common Shares of Beneficial Interest of the Trust.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
- -22-
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1.1 Articles Supplementary to the Amended and Restated
Declaration of Trust of the Trust relating to the 9.125% Series C
Cumulative Redeemable Preferred Shares of Beneficial Interest.
3.1.2 Second Amendment to Second Restated and Amended
Agreement of Limited Partnership of the Operating Partnership.
10.1 Credit Agreement, dated as of April 25, 2000, by
and among the Operating Partnership, the Trust, the Banks named therein
and Fleet National Bank, as agent for itself and the other lending
institutions.
b. Reports on Form 8-K
None
- -23-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LIBERTY PROPERTY TRUST
/s/ WILLARD G. ROUSE III May 10, 2000
- ------------------------------------- --------------------------
Willard G. Rouse III Date
Chairman of the Board of Trustees,
President and Chief Executive Officer
/s/ GEORGE J. ALBURGER, JR. May 10, 2000
- ------------------------------------- --------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
LIBERTY PROPERTY LIMITED PARTNERSHIP
By: LIBERTY PROPERTY TRUST, GENERAL PARTNER
/s/ WILLARD G. ROUSE III May 10, 2000
- ------------------------------------- --------------------------
Willard G. Rouse III Date
Chairman of the Board of Trustees,
President and Chief Executive Officer
/s/ GEORGE J. ALBURGER, JR. May 10, 2000
- ------------------------------------- --------------------------
George J. Alburger, Jr. Date
Chief Financial Officer
- -24-
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------
3.1.1 Articles Supplementary to the Amended and Restated
Declaration of Trust of the Trust relating to the
9.125% Series C Cumulative Redeemable Preferred Shares
of Beneficial Interest
3.1.2 Second Amendment to Second Restated and Amended
Agreement of Limited Partnership of the Operating
Partnership
10.1 Credit Agreement, dated as of April 25, 2000, by and
among the Operating Partnership, the Trust, the Banks
named therein and Fleet National Bank, as agent for
itself and the other lending institutions.
27 Financial Data Schedule (EDGAR version only)