UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition period from _________________ to ________________
Commission File Number 1-12386
LEXINGTON CORPORATE PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 13-3717318
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
355 Lexington Avenue
New York, NY 10017
(Address of principal executive offices) (Zip code)
(212) 692-7260
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common shares, as of the latest practicable date: 29,919,484 common shares,
par value $.0001 per share on November 12, 2002.
PART 1. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2002 (Unaudited) and December 31, 2001
(in thousands, except share and per share data)
September 30, December 31,
2002 2001
---- ----
ASSETS:
Real estate, at cost $ 871,869 $ 830,788
Less: accumulated depreciation and amortization 128,567 116,741
--------- ---------
743,302 714,047
Investment in non-consolidated entities 54,905 48,764
Cash and cash equivalents 14,472 13,863
Restricted cash 1,986 1,825
Rent receivable - current 6,112 1,081
Rent receivable - deferred 19,400 17,945
Other assets, net 27,367 24,628
--------- ---------
$ 867,544 $ 822,153
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Mortgages and notes payable $ 463,390 $ 445,771
Credit facility borrowings -- 10,000
Origination fees payable, including accrued interest 6,581 6,636
Accounts payable and other liabilities 7,129 6,996
--------- ---------
477,100 469,403
Minority interests 57,012 57,859
--------- ---------
534,112 527,262
--------- ---------
Commitments and contingencies (Note 9)
Preferred shares, par value $0.0001 per share; authorized 10,000,000 shares. Class A
Senior Cumulative Convertible Preferred, liquidation preference $25,000;
2,000,000 shares issued and outstanding in 2001 -- 24,369
--------- ---------
Common shares, par value $0.0001 per share; 287,888 shares issued and outstanding,
liquidation preference $3,886 3,809 3,809
--------- ---------
Shareholders' equity:
Common shares, par value $0.0001 per share, authorized 80,000,000 shares,
29,329,378 and 24,219,409 shares issued and outstanding in 2002 and 2001,
respectively 3 2
Additional paid-in-capital 409,050 342,161
Deferred compensation (1,944) (1,641)
Accumulated distributions in excess of net income (75,013) (71,836)
--------- ---------
332,096 268,686
Less: notes receivable from officers/shareholders (2,473) (1,973)
--------- ---------
Total shareholders' equity 329,623 266,713
--------- ---------
$ 867,544 $ 822,153
========= =========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
2
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three and nine months ended September 30, 2002 and 2001
(Unaudited and in thousands, except share and per share data)
Three months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Rental $ 23,316 $ 19,091 $ 69,248 $ 57,825
Equity in earnings of non-consolidated entities 1,468 780 3,831 2,196
Interest and other 296 351 1,300 882
------------ ------------ ------------ ------------
25,080 20,222 74,379 60,903
------------ ------------ ------------ ------------
Expenses:
Interest 8,382 7,292 24,718 22,636
Depreciation and amortization of real estate 5,261 4,731 15,636 13,449
General and administrative 1,360 1,225 4,131 3,682
Property operating 497 436 1,745 1,150
Amortization of deferred expenses 481 436 1,427 1,192
------------ ------------ ------------ ------------
15,981 14,120 47,657 42,109
------------ ------------ ------------ ------------
Income before gain on sale of properties, minority
interests and extraordinary item 9,099 6,102 26,722 18,794
Gain on sale of properties 38 -- 1,172 --
------------ ------------ ------------ ------------
Income before minority interests and extraordinary
item 9,137 6,102 27,894 18,794
Minority interests 1,491 1,181 4,408 3,935
------------ ------------ ------------ ------------
Income before extraordinary item 7,646 4,921 23,486 14,859
Extraordinary item -- (2,874) -- (3,144)
------------ ------------ ------------ ------------
Net income $ 7,646 $ 2,047 $ 23,486 $ 11,715
============ ============ ============ ============
Income per common share-basic:
Income before extraordinary item $ 0.28 $ 0.21 $ 0.87 $ 0.70
Extraordinary item -- (0.14) -- (0.17)
------------ ------------ ------------ ------------
Net income $ 0.28 $ 0.07 $ 0.87 $ 0.53
============ ============ ============ ============
Weighted average common shares outstanding 27,165,248 20,615,907 26,095,976 18,364,342
============ ============ ============ ============
Income per common share-diluted:
Income before extraordinary item $ 0.28 $ 0.20 $ 0.85 $ 0.69
Extraordinary item -- (0.13) -- (0.17)
------------ ------------ ------------ ------------
Net income $ 0.28 $ 0.07 $ 0.85 $ 0.52
============ ============ ============ ============
Weighted average common shares outstanding 32,677,901 21,011,999 31,614,492 18,674,703
============ ============ ============ ============
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
3
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 2002 and 2001
(Unaudited and in thousands)
2002 2001
---- ----
Net cash provided by operating activities $ 37,793 $ 28,823
-------- --------
Cash flows from investing activities:
Additions to real estate assets (72,662) (2,101)
Proceeds from sale of real estate, net 18,831 --
Real estate deposits (859) (833)
Investment in and advances to non-consolidated entities (7,201) (8,752)
Investment in partnerships -- (1,065)
-------- --------
Net cash used in investing activities (61,891) (12,751)
-------- --------
Cash flows from financing activities:
Dividends to common and preferred shareholders (26,663) (19,870)
Dividend reinvestment plan proceeds 3,328 1,781
Change in credit facility borrowings, net (10,000) (41,821)
Principal payments on debt, excluding normal amortization -- (47,196)
Principal amortization payments (9,608) (8,397)
Origination fee amortization payments (279) (279)
Proceeds of mortgages and notes payable 37,508 59,244
Increase in deferred costs (1,228) (2,194)
Cash distributions to minority partners (4,743) (4,708)
Proceeds from the sale of common shares, net 37,255 62,903
Repurchase of common shares/units -- (349)
Increase in escrow deposits (702) (516)
Change in restricted cash (161) (131)
Penalties paid on early retirement of debt -- (3,575)
Other financing activities, net -- 10
-------- --------
Net cash provided by (used in) financing activities 24,707 (5,098)
-------- --------
Change in cash and cash equivalents 609 10,974
Cash and cash equivalents, at beginning of period 13,863 4,792
-------- --------
Cash and cash equivalents, at end of period $ 14,472 $ 15,766
======== ========
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
LEXINGTON CORPORATE PROPERTIES TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(Unaudited and dollars in thousands, except per share data)
(1) The Company
-----------
Lexington Corporate Properties Trust (the "Company") is a self-managed and
self-administered real estate investment trust ("REIT") that acquires,
owns and manages a geographically diversified portfolio of net leased
office, industrial and retail properties. The real properties owned by the
Company are generally subject to triple net leases to corporate tenants.
As of September 30, 2002, the Company had an ownership interest in 101
properties and managed an additional 2 properties.
The Company believes it has qualified as a REIT under the Internal Revenue
Code of 1986, as amended. A REIT is generally not subject to Federal
income tax on that portion of its REIT taxable income which is distributed
to its shareholders, provided that at least 90% of taxable income is
distributed. Accordingly, no provision for Federal income taxes has been
made.
The unaudited financial statements reflect all adjustments which are, in
the opinion of management, necessary to present a fair statement of the
condition and results for the interim periods. For a more complete
understanding of the Company's operations and financial position,
reference is made to the financial statements (including the notes
thereto) previously filed with the Securities and Exchange Commission with
the Company's Annual Report on Form 10-K for the year ended December 31,
2001.
(2) Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation and Consolidation. The Company's consolidated
financial statements are prepared on the accrual basis of accounting. The
financial statements reflect the accounts of the Company and its
controlled subsidiaries, including Lepercq Corporate Income Fund L.P.
("LCIF"), Lepercq Corporate Income Fund II L.P. ("LCIF II") and Net 3
Acquisition L.P. ("Net 3"). The Company is the sole stockholder of each of
the general partner and the majority limited partner of LCIF, LCIF II and
Net 3.
Earnings Per Share. Basic net income per share is computed by dividing net
income reduced by preferred dividends by the weighted average number of
common shares outstanding during the period. Diluted net income per share
amounts are similarly computed but include the effect, when dilutive, of
in-the-money common share options, preferred shares, operating partnership
units and exchangeable redeemable secured notes. The Company's preferred
shares are excluded from the nine months ended September 30, 2002
computation since they are anti-dilutive. The Company's preferred shares,
operating partnership units and exchangeable redeemable secured notes are
excluded from the 2001 computations since they are anti-dilutive. The
Company's preferred shares were converted into common shares in April 2002
and the exchangeable redeemable secured notes were redeemed in July 2001.
Recently Issued Accounting Standards. The Company's adoption of SFAS No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets," had
no impact of the Company's consolidated financial position or results of
operations. In April 2002, the FASB issued SFAS No. 145 which rescinds
SFAS No. 4 which required all gains and losses on extinguishment of debt
to be classified as an extraordinary item. The Company will adopt the
provisions of SFAS No. 145 effective January 1, 2003. Had the statement
been adopted earlier, the extraordinary item recorded in 2001 would have
been eliminated and the charge would have been reflected in interest
expense. In July 2002, the FASB issued SFAS No. 146 which requires that
exit or disposal costs be recorded when incurred and be measured at fair
value. SFAS No. 146 is effective for an exit or disposal activity
initiated after December 31, 2002. The Company does not expect that this
statement will have any effect on the Company's consolidated results of
operations or financial position.
Use of Estimates. Management has made a number of estimates and
assumptions relating to the reporting of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported amounts
of revenues and expenses to prepare these condensed consolidated financial
statements in conformity with generally accepted accounting principles.
The most
5
significant estimates made include the recoverability of accounts
receivable (primarily related to straight-line rents) and the useful lives
of depreciable assets. Actual results could differ from those estimates.
Reclassifications. Certain amounts included in the 2001 financial
statements have been reclassified to conform with the 2002 presentation.
(3) Earnings per Share
------------------
The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share computations for the three and
nine months ended September 30, 2002 and 2001:
Three months ended Nine months ended
September 30, September 30,
2002 2001 2002 2001
---- ---- ---- ----
BASIC
Income before extraordinary item $ 7,646 $ 4,921 $ 23,486 $ 14,859
Less preferred dividends -- (672) (693) (2,016)
------------ ------------ ------------ ------------
Income attributed to common shareholders
before extraordinary item 7,646 4,249 22,793 12,843
Extraordinary item -- (2,874) -- (3,144)
------------ ------------ ------------ ------------
Net income attributed to common shareholders $ 7,646 $ 1,375 $ 22,793 $ 9,699
============ ============ ============ ============
Weighted average number of common shares
outstanding 27,165,248 20,615,907 26,095,976 18,364,342
============ ============ ============ ============
Income per common share - basic:
Income before extraordinary item $ 0.28 $ 0.21 $ 0.87 $ 0.70
Extraordinary item -- (0.14) -- (0.17)
------------ ------------ ------------ ------------
Net income $ 0.28 $ 0.07 $ 0.87 $ 0.53
============ ============ ============ ============
DILUTED
Income attributed to common shareholders
before extraordinary item - basic $ 7,646 $ 4,249 $ 22,793 $ 12,843
Add incremental income attributed to assumed
conversion of dilutive securities 1,421 -- 4,225 --
------------ ------------ ------------ ------------
Income attributed to common shareholders
before extraordinary item - diluted 9,067 4,249 27,018 12,843
Extraordinary item -- (2,874) -- (3,144)
------------ ------------ ------------ ------------
Net income attributed to common shareholders -
diluted $ 9,067 $ 1,375 $ 27,018 $ 9,699
============ ============ ============ ============
Weighted average number of common shares
used in calculation of basic earnings per
share 27,165,248 20,615,907 26,095,976 18,364,342
Add incremental shares representing:
Shares issuable upon exercise of employee
share options 253,723 396,092 237,387 310,361
Shares issuable upon conversion of dilutive
securities 5,258,930 -- 5,281,129 --
------------ ------------ ------------ ------------
Weighted average number of shares used in
calculation of diluted earnings per common
share 32,677,901 21,011,999 31,614,492 18,674,703
============ ============ ============ ============
Income per common share-diluted:
Income before extraordinary item $ 0.28 $ 0.20 $ 0.85 $ 0.69
Extraordinary item -- (0.13) -- (0.17)
------------ ------------ ------------ ------------
Net income $ 0.28 $ 0.07 $ 0.85 $ 0.52
============ ============ ============ ============
6
(4) Investments in Real Estate
--------------------------
In March 2002, the Company acquired a property in Lake Forest, California
net leased to Apria Healthcare Group, Inc. for a purchase price of
$16,970. The lease, which expires in January 2012, provides for annual
rental revenues of $1,800. The purchase price was partially funded through
an $11,000 non-recourse mortgage which bears interest at 7.26%, provides
for annual debt service of $901 and matures February 2012 when a balloon
payment of $9,708 is due.
In August 2002, the Company acquired a property in Valley Forge,
Pennsylvania net leased to Quest Diagnostics, Inc. for a purchase price of
$19,500. The lease, which expires in April 2011, provides for annual net
rent of $2,197. The purchase was partially funded through a $13,378
non-recourse mortgage which bears interest at 7.12%, provides for annual
debt service of $1,166 and matures February 2011 when a balloon payment of
$10,927 is due.
In August 2002, the Company acquired a property in Knoxville, Tennessee
net leased to AdvancePCS, Inc. for a purchase price of $8,100. The lease,
which expires in May 2013, provides for annual net rent of $822. The
purchase was partially funded through a $5,330 non-recourse mortgage which
bears interest at 5.95%, provides for interest only payments through May
2003, $381 in annual debt service thereafter and matures September 2013
when a balloon payment of $4,488 is due.
In September 2002, the Company acquired a property in Groveport, Ohio net
leased to Anda Pharmaceuticals, Inc. for a purchase price of $11,800. The
lease, which expires in April 2012, provides for annual net rent of
$1,206. The purchase was partially funded through a $7,800 non-recourse
mortgage which bears interest at 6.03%, provides for interest only
payments through April 2004, $563 in annual debt service thereafter and
matures October 2012 when a balloon payment of $6,860 is due.
In September 2002, the Company funded $15,026 for the expansion of its
property in Lancaster, California net leased to Michaels Stores, Inc.,
through September 2019. The expansion rent is $1,808 per annum through
expiration of the lease.
During the nine months ended September 30, 2002, the Company sold its
properties in Modesto, California, Bessemer, Alabama, Highland Heights,
Ohio and Brownsville, Texas for aggregate net proceeds of $14,417 and
realized a gain of $1,172. In addition, the Company sold a 77% interest in
a property (along with the related non-recourse mortgage) in Florence,
South Carolina for net proceeds of $4,414 and deferred a $671 gain on sale
since the purchasers can put their interests in the property to the
Company for a six month period commencing January 2004 for $4,581.
The following pro forma operating information for the nine months ended
September 30, 2002 and 2001 has been prepared as if all Company
acquisitions and dispositions (including non-consolidated entities) in
2002 and 2001 had been consummated as of January 1, 2001. The information
does not purport to be indicative of what the operating results of the
Company would have been had the acquisitions and dispositions been
consummated on January 1, 2001. Pro forma amounts are as follows:
September 30,
2002 2001
---- ----
Revenues $77,873 $77,088
Income before extraordinary item $24,015 $22,359
Net income $24,015 $19,215
Income before extraordinary item per common share
Basic $ 0.89 $ 0.89
Diluted $ 0.87 $ 0.83
Net income per common share
Basic $ 0.89 $ 0.75
Diluted $ 0.87 $ 0.73
(5) Investment in Non-Consolidated Entities
---------------------------------------
The Company has investments in four non-consolidated entities. The
entities are Lexington Acquiport Company LLC ("LAC"), Lexington Realty
Advisors, Inc. ("LRA"), Lexington Florence LLC ("Florence") and Lexington
Columbia LLC ("Columbia").
In August 2002, LAC acquired two properties, in Laurens, South Carolina
and Temperance, Michigan, for an aggregate purchase price of $45,279. The
properties are net leased to TNT Logistics North America, Inc. through
August 2012 for
7
annual net rent of $5,389. The purchases were partially funded through
$30,150 non-recourse mortgage notes which bear interest at a fixed annual
interest rate of 6.00%, provide for annual debt service of $2,331 and
mature September 2012 when a balloon payment of $23,422 is due. The two
mortgage notes are not cross collateralized.
In August 2002, LRA acquired a property in Alberta, Canada for a purchase
price of $2,896. The property is net leased to TNT Canada, Inc. through
August 2012 for annual net rent of $331. LRA did not incur any
property-specific debt in connection with this acquisition.
The following is a summary of selected balance sheet data and income
statement data for the Company's non-consolidated entities:
SEPTEMBER 30, 2002:
-------------------
LAC LRA Florence Columbia
--- --- -------- --------
Total real estate $333,303 $43,467 $15,848 $53,751
Mortgages payable 202,468 30,152 9,580 24,691
Lexington's ownership percentage 33 1/3% 99% 22.73% 40%
THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001:
-----------------------------------------------
LAC LRA Florence Columbia
--- --- -------- --------
2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Revenues $ 8,734 $ 7,933 $ 1,610 $ 850 $ 426 N/A $ 1,734 $ 1,229
Expenses 6,076 5,447 1,318 1,062 278 N/A 1,037 793
------- ------- ------- ------- ------- ------- -------
Net income (loss) $ 2,658 $ 2,486 $ 292 $ (212) $ 148 N/A $ 697 $ 436
======= ======= ======= ======= ======= ======= =======
NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001:
----------------------------------------------
LAC LRA Florence Columbia
--- --- -------- --------
2002 2001 2002 2001 2002 2001 2002 2001
---- ---- ---- ---- ---- ---- ---- ----
Revenues $ 24,522 $ 23,298 $ 4,490 $ 2,571 $ 1,155 N/A $ 5,202 $ 3,688
Expenses 17,153 16,895 3,983 2,863 756 N/A 3,124 2,653
-------- -------- ------- ------- ------- ------- -------
Net income (loss) $ 7,369 $ 6,403 $ 507 $ (292) $ 399 N/A $ 2,078 $ 1,035
======== ======== ======= ======= ======= ======= =======
(6) Concentration of Risk
---------------------
The Company seeks to reduce its operating and leasing risks through
diversification achieved by the geographic distribution of its properties,
tenant industry diversification, avoiding dependency on a single property
and the creditworthiness of its tenants.
For the nine months ended September 30, 2002, no single tenant represented
greater than 10% of rental revenues, and for the nine months ended
September 30, 2001, the following tenants represented greater than 10% of
rental revenues:
Northwest Pipeline Corporation 11%
Kmart Corporation 12%
Both of these tenants are publicly registered companies subject to the
Securities Exchange Act of 1934 and accordingly file financial information
with the Securities and Exchange Commission.
8
(7) Minority Interests
------------------
In conjunction with several of the Company's acquisitions, sellers were
given interests in LCIF, LCIF II, or Net 3 as a form of consideration. All
of such interests are redeemable at certain times for common shares on a
one-for-one basis at various dates through November 2006.
As of September 30, 2002, the total number of limited partnership units of
LCIF, LCIF II and Net 3 outstanding was 5,258,778. These units, subject to
certain adjustments through the date of redemption, currently have annual
distributions per unit in varying amounts from $0 to $1.32 per unit with a
weighted average distribution of $1.17 per unit.
(8) Related Party Transactions
--------------------------
In January 2002, the Company issued 34,483 common shares in respect of a
15 year, 8% interest only recourse note to an officer for $500. The note
provides for forgiveness of the principal balance under certain
circumstances.
In 2001, the Company earned $112 in asset management fees from two
partnerships controlled by the Company's Chairman. The Company incurred
reimbursable expenses relating to these partnerships of $411.
In 2002 and 2001, LRA earned fees (acquisition and management fees) from
LAC, Florence and Columbia of $1,105 and $643, respectively.
All related party transactions are approved by the independent members of
the Board of Trustees.
(9) Commitments and Contingencies
-----------------------------
The Company has entered into a $4,824 land purchase and development
agreement to develop a property in Minneapolis, Minnesota. The Company
funded $2,464 in costs through October 31, 2002 and completion of the
project is expected in mid 2003. Upon completion, the property will be
subject to a lease which will expire 12 years after initial occupancy and
provide for estimated annual net rent of 12.24% of total development
costs.
The Company has committed to purchase a property in Fort Mill, South
Carolina for $17,933, upon its completion which is expected to occur in
December 2002. The property will be subject to a 10 year lease which will
provide estimated annual net rent of approximately $2,093. The Company has
committed to enter into a mortgage note for $11,656 to partially fund the
purchase price. The mortgage will be a 10 year, non-recourse note bearing
interest at 6.00%, with annual debt service payments of $839 and a balloon
payment of $9,886 at maturity.
The Company, including its non-consolidated entities, are obligated under
certain tenant leases to fund the expansion of the underlying leased
properties.
The Company is involved in various legal actions occurring in the ordinary
course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on
the Company's consolidated financial position, results of operations or
liquidity.
(10) Supplemental Disclosure of Statement of Cash Flow Information
-------------------------------------------------------------
During 2002 and 2001, the Company made interest payments of $24,241 and
$22,968, respectively.
During 2002, the Company sold a property to a newly formed a
tenancy-in-common (Florence) with unrelated parties for $4,414 in net
proceeds and a deemed capital contribution of $643.
During 2002 and 2001, the Company issued 64,249 and 100,000 common shares,
respectively, to certain employees and trustees resulting in $996 and
$1,181 of deferred compensation, respectively. These common shares vest
ratably, primarily over a 5 year period.
During 2002, the Company issued 34,483 common shares in respect of a 15
year, 8% interest only recourse note to an officer for $500. The note
provides for forgiveness of the principal balance under certain
circumstances.
During 2002 and 2001, holders of an aggregate of 49,584 and 412,275
partnership units redeemed such units for common shares of the Company.
These redemptions resulted in an increase in shareholders' equity and
corresponding decrease in minority interest of $599 and $5,625,
respectively.
During 2001, the Company purchased a property in Winchester, Virginia for
$14,400 of which $10,800 was financed by the seller through a purchase
money note.
(11) Shareholders' Equity
--------------------
In April 2002, the holder of the Company's 2,000,000 preferred shares
converted its interest into 2,000,000 common shares.
In September 2002, the Company sold 2,400,000 common shares at $15.85 per
share raising net proceeds of $36,118.
9
(12) Subsequent Events
-----------------
In October 2002, the underwriters for the equity offering discussed above
exercised their over-allotment option and purchased an additional 290,000
common shares from the Company for net proceeds of $4,390.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Forward-Looking Statements
- --------------------------
When used in this Form 10-Q Report, the words "believes," "expects," "estimates"
and similar expressions are generally intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties which
could cause actual results to differ materially. In particular, among the
factors that could cause actual results to differ materially are failure of
continued qualification as a real estate investment trust, changes in general
business and economic conditions, competition, increases in real estate
construction costs, changes in interest rates, changes in accessibility of debt
and equity capital markets and other risks inherent in the real estate business
including tenant defaults, potential liability relating to environmental matters
and illiquidity of real estate investments. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Company undertakes no obligation to publicly release the
results of any revisions to these forward-looking statements which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
General
- -------
The Company, which has elected to qualify as a real estate investment trust
("REIT") under the Internal Revenue Code of 1986, as amended, acquires, owns and
manages net leased commercial properties. The Company believes it has operated
as a REIT since October 1993.
As of September 30, 2002, the Company owned (or had interests in) 101 real
estate properties and managed 2 additional properties.
Critical Accounting Policies
- ----------------------------
The Company's accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which require management to make estimates that affect the amounts
of revenues, expenses, assets and liabilities reported. The following are
critical accounting policies which are both very important to the portrayal of
the Company's financial condition and results and which require some of
management's most difficult, subjective and complex judgments. The accounting
for these matters involves the making of estimates based on current facts,
circumstances and assumptions which could change in a manner that would
materially affect management's future estimate with respect to such matters.
Accordingly, future reported financial conditions and results could differ
materially from financial conditions and results reported based on management's
current estimates.
Revenue Recognition. The Company recognizes revenue in accordance with Statement
of Financial Accounting Standards No. 13 "Accounting for Leases" (SFAS No.13).
SFAS No.13 requires that revenue be recognized on a straight line basis over the
term of the lease unless another systematic and rational basis is more
representative of the time pattern in which the use benefit is derived from the
leased property.
Accounts Receivable. The Company continuously monitors collections from its
tenants and would make a provision for estimated losses based upon historical
experience and any specific tenant collection issues that the Company has
identified.
Real Estate. The Company evaluates the carrying value of all real estate held to
determine if an impairment has occurred which would require the recognition of a
loss. The evaluation includes reviewing anticipated cash flows of the property,
based on current leases in place, coupled with an estimate of proceeds to be
realized upon sale. However, estimating future sale proceeds is highly
subjective and such estimates could differ materially from actual results.
10
Liquidity and Capital Resources
- -------------------------------
Real Estate Assets. As of September 30, 2002, the Company's real estate assets
were located in 30 states and Canada and contained an aggregate of approximately
19.2 million square feet of net rentable space. The properties are generally
subject to triple net leases, which are generally characterized as leases in
which the tenant pays all or substantially all of the cost and cost increases
for real estate taxes, capital expenditures, insurance and ordinary maintenance
of the property. Approximately 99.1% of square feet is subject to a lease.
During the nine months ended September 30, 2002, the Company purchased seven
properties (including those purchased by non-consolidated entities) for $104.5
million and sold four properties and an interest in a fifth property for net
cash proceeds of $18.8 million.
The Company's principal sources of liquidity are revenues generated from the
properties, interest on cash balances, amounts available under its unsecured
credit facility and amounts that may be raised through the sale of securities in
private or public offerings. For the nine months ended September 30, 2002, the
leases on the consolidated properties generated $69.2 million in revenue
compared to $57.8 million during the same period in 2001.
Dividends. The Company has made quarterly distributions since October 1986
without interruption. The Company declared a dividend in respect of the third
quarter of 2002, in the amount of $0.33 per share to shareholders of record as
of October 31, 2002, which will be paid on November 14, 2002. The Company's
annualized dividend rate is currently $1.32 per share.
In connection with its intention to continue to qualify as a REIT for Federal
income tax purposes, the Company expects to continue paying regular dividends to
its shareholders. These dividends are expected to be paid from operating cash
flows which are expected to increase over time due to property acquisitions and
growth in rental revenues in the existing portfolio and from other sources.
Since cash used to pay dividends reduces amounts available for capital
investments, the Company generally intends to maintain a conservative dividend
payout ratio, reserving such amounts as it considers necessary for the expansion
of properties in its portfolio, debt reduction, the acquisition of interests in
new properties as suitable opportunities arise, and such other factors as the
Board of Trustees considers appropriate.
Cash dividends paid to common shareholders increased to $26.0 million in 2002
compared to $17.9 million in 2001. The Company's dividend and distribution FFO
payout ratio on a per share basis for 2002 and 2001, was 69.2% and 71.4%,
respectively.
Although the Company receives the majority of its rental payments on a monthly
basis, it intends to continue paying dividends quarterly. The Company's two
largest tenants, based on a percentage of revenues, pay their rent semi-annually
(Kmart Corporation) and quarterly (Northwest Pipeline Corporation). Amounts
accumulated in advance of each quarterly distribution are invested by the
Company in short-term money market or other suitable instruments.
Kmart, the Company's largest tenant based upon rental revenues, filed for
Chapter 11 bankruptcy protection on January 22, 2002. Kmart leases a 1.7 million
square foot distribution facility in Warren, Ohio. The Company acquired the
property in 1998 by assuming a non-recourse mortgage of $42.2 million, issuing
operating partnership units valued at $18.9 million and paying $2.8 million in
cash. The Company has no retail properties leased to Kmart. The Kmart lease
expires on September 30, 2007. Annual net rents through September 2002 were $8.4
million ($4.95 per square foot) and increased to $9.4 million on October 1,
2002. Rents are paid semi-annually in arrears in April and October. The property
is encumbered by a non-recourse first mortgage, bearing interest at an imputed
rate of 7% with an outstanding balance of $27.7 million at September 30, 2002.
Annual debt service on this non-recourse mortgage, which fully amortizes by
maturity on October 1, 2007, is $6.2 million. This property lease provides after
debt service cash flow to the Company of $2.2 million through October 2002 and
$3.2 million thereafter.
As of September 30, 2002 the Company had $8.9 million in accounts receivable
from Kmart (including $2.1 million in straight-line rents and $2.6 million in
pre-petition rent). The pre-petition rent would be paid to the Company if and
when Kmart affirms the lease on the property as part of its reorganization, and
the accrued straight-lined rent would be realized over the remaining lease term.
On October 1, 2002, Kmart made its required $4.2 million semi-annual rental
payment. Kmart is current with respect to its post-petition rents. There have
been no discussions with Kmart with respect to the lease.
11
The Company anticipates that cash flows from operations will continue to provide
adequate capital to fund its operating and administrative expenses, regular debt
service obligations and all dividend payments in accordance with REIT
requirements in both the short-term and long-term. In addition, the Company
anticipates that cash on hand, borrowings under its unsecured credit facility,
issuance of equity and debt, as well as other alternatives, will provide the
necessary capital required by the Company. Cash flows from operations were $37.8
million and $28.8 million for the nine months ended September 30, 2002 and 2001,
respectively.
Net cash used in investing activities totaled $61.9 million and $12.8 million
for the nine months ended September 30, 2002 and 2001, respectively. Cash used
in investing activities related to investments in real estate properties and
non-consolidated entities. Cash provided by investing activities related to the
sale of properties. Therefore, the fluctuation in investing activities relates
primarily to the timing of investments and sales of properties.
Net cash provided by (used in) financing activities totaled $24.7 million and
($5.1) million for the nine months ended September 30, 2002 and 2001,
respectively. Cash used in financing activities during each period was primarily
attributable to repayments under the Company's credit facility, dividends (net
of proceeds reinvested under the Company's dividend reinvestment plan),
distributions to limited partners and debt service payments. Cash provided by
financing activities relates primarily to proceeds from common share offerings
and proceeds from mortgage financings.
UPREIT Structure. The Company's UPREIT structure permits the Company to effect
acquisitions by issuing to a seller, as a form of consideration, interests in
partnerships controlled by the Company. All of such interests are redeemable at
certain times for common shares on a one-for-one basis and all of such interests
require the Company to pay certain distributions to the holders of such
interests. The Company accounts for these interests in a manner similar to a
minority interest holder. The number of common shares that will be outstanding
in the future should be expected to increase, and minority interest expense
should be expected to decrease, from time to time, as such partnership interests
are redeemed for common shares. The table set forth below provides certain
information with respect to such partnership interests as of September 30, 2002,
based on the current $1.32 annualized dividend.
Current Total Current
Total Annualized Annualized
Redeemable for Number Affiliate Per Unit Distribution
Common Shares: Of Units Units Distribution ($000)
- -------------- -------- ----- ------------ ------
At any time 3,500,521 1,401,159 $1.32 $4,621
At any time 1,254,152 120,374 1.08 1,354
At any time 114,059 52,144 1.12 128
January 2003 17,901 -- -- --
December 2003 1,341 -- 1.32 2
March 2004 43,734 -- 0.27 12
March 2004 19,510 -- -- --
November 2004 24,552 2,856 -- --
March 2005 29,384 -- -- --
January 2006 171,168 416 -- --
February 2006 28,230 1,743 -- --
May 2006 9,368 -- 0.29 3
November 2006 44,858 44,858 1.32 59
----------- ----------- ---- -----
5,258,778 1,623,550 $1.17 $6,179
=========== =========== ===== ======
Financing
- ---------
Revolving Credit Facility. The Company's $60.0 million unsecured credit facility
bears interest at LIBOR plus 150-250 basis points depending on the amount of
properties free and clear of mortgage debt. The credit facility contains
customary financial covenants including restrictions on the level of
indebtedness, amount of variable rate debt and net worth maintenance provisions.
As of September 30, 2002 the Company is in compliance with all covenants, there
are no borrowings outstanding on the facility and $55.8 million is available to
be borrowed due to $4.2 million in letters of credit outstanding.
12
Financing Transactions. During the nine months ending September 30, 2002 the
Company, including its non-consolidated entities, completed the following
financing transactions:
- Obtained a $11.0 million non-recourse mortgage on its Lake Forest,
California property. The mortgage note bears interest at 7.26%,
provides for annual debt service payments of $0.9 million and
matures in February 2012 when a balloon payment of $9.7 million is
due.
- Obtained a $13.4 million non-recourse mortgage on its Valley Forge,
Pennsylvania property. The mortgage note bears interest at 7.12%,
provides for annual debt service payments of $1.2 million and
matures in February 2011 when a balloon payment of $10.9 million is
due.
- Obtained a $5.3 million non-recourse mortgage on its Knoxville,
Tennessee property. The mortgage note bears interest at 5.95%,
provides for interest only payments through May 2003, annual debt
service payments of $0.4 million thereafter and matures in September
2013 when a balloon payment of $4.5 million is due.
- Obtained a $7.8 million non-recourse mortgage on its Groveport, Ohio
property. The mortgage note bears interest at 6.03%, provides for
interest only payments through April 2004, annual debt service
payments of $0.6 million thereafter and matures in October 2012 when
a balloon payment of $6.9 million is due.
- Obtained a $18.1 million non-recourse mortgage on its Laurens, South
Carolina property. The mortgage note bears interest at 6.00%,
provides for annual debt service payments of $1.4 million and
matures in September 2012 when a balloon payment of $14.0 million is
due.
- Obtained a $12.1 million non-recourse mortgage on its Temperance,
Michigan property. The mortgage note bears interest at 6.00%,
provides for annual debt service payments of $0.9 million and
matures in September 2012 when a balloon payment of $9.4 million is
due.
Debt Service Requirements. The Company's principal liquidity needs are the
payment of interest and principal on outstanding mortgage debt. As of September
30, 2002, a total of 66 of the Company's 85 consolidated properties were subject
to outstanding mortgages, which had an aggregate principal amount of $450.9
million. The weighted average interest rate on the Company's consolidated debt
on such date was approximately 7.28%. The scheduled principal amortization
payments for the remainder of 2002 and for 2003, 2004, 2005 and 2006 are $4.8
million, $15.6 million, $16.6 million, $16.2 million and $14.4 million,
respectively. The scheduled balloon payments for the remainder of 2002 and for
2003, 2004, 2005 and 2006 are $0, $0, $17.1 million, $80.9 million and $0,
respectively.
Lease Obligations. Since the Company's tenants generally bear all or
substantially all of the cost of property operations, maintenance and repairs,
the Company does not anticipate significant needs for cash for these costs. For
four of the properties, the Company does have a level of property operating
expense responsibility. The Company generally funds property expansions with
additional secured borrowings, the repayment of which is funded out of rental
increases under the leases covering the expanded properties. To the extent there
is a vacancy of a property, the Company would be obligated for all operating
expenses, including real estate taxes and insurance.
Results of Operations
- ---------------------
Three months ended September 30, 2002 compared with September 30, 2001
- ----------------------------------------------------------------------
Changes in the results of operations for the Company are primarily due to the
growth of its portfolio and costs associated with such growth. Of the increase
in total revenues in 2002, $4.2 million is attributable to rental revenue which
resulted from properties purchased in 2001 (primarily the purchase of 23
properties from Net 1 L.P. and Net 2 L.P in November 2001) and owned for the
entire quarter in 2002 and properties purchased in 2002 offset by a reduction in
rental revenue from a decrease in overall portfolio occupancy from 99.7% to
99.1% and property sales. The remaining $0.7 million in revenue growth in 2002
was attributable to an increase in earnings from non-consolidated entities. The
increase in interest expense due to the growth of the Company's portfolio has
been offset by a reduction in the weighted average interest rate from 7.60% for
the three months ended September 30, 2001 to 7.31% for the three months ended
September 30, 2002 due to scheduled principal amortization payments, lower
variable interest rates and lower interest rates on new debt incurred by the
Company. The Company's general and
13
administrative expenses increased due to the acquisition of the 23 properties
from Net 1 L.P. and Net 2 L.P., however decreased to 5.4% of revenue in 2002
from 6.1% in 2001. The increase in property operating expenses is due to the
vacancy of one property in the third quarter of 2001, which resulted in the
Company incurring property level operating expenses which normally are the
responsibility of the tenant, and two properties in which the Company has a
level of operating expense responsibility. Net income increased in 2002 due to
the impact of items discussed above coupled with an extraordinary charge in 2001
from penalties incurred due to debt repayment.
The Company's non-consolidated entities had aggregate net income of $3.8 million
in the third quarter 2002 compared with $2.7 million in 2001. The increase in
net income is primarily attributable to an increase in rental revenue of $2.3
million in 2002 attributable to the acquisition of properties in August 2002,
May and December 2001, the expansion of an existing property in the fourth
quarter of 2001 and the joint venturing of a single property in 2002. In
addition, advisory fee income, which includes acquisition and asset management
fees, increased by $0.2 million in 2002 due to the timing of transactions which
generate acquisition fees coupled with more assets under management. These
revenue sources were partly offset by an increase in (i) interest expense of
$0.8 million in 2002 due to partially funding third quarter 2002 and fourth
quarter 2001 acquisitions with the use of non-recourse mortgage debt and (ii)
depreciation expense of $0.6 million in 2002 due to more depreciable assets
owned.
Nine months ended September 30, 2002 compared with September 30, 2001
- ---------------------------------------------------------------------
Changes in the results of operations for the Company are primarily due to the
growth of its portfolio and costs associated with such growth. Of the increase
in total revenues in 2002, $11.4 million is attributable to rental revenue from
properties purchased in 2001 (primarily the purchase of 23 properties from Net 1
L.P. and Net 2 L.P. in November 2001) and owned for the entire period in 2002
and properties purchased in 2002 offset by a reduction in rental revenue from a
decrease in overall portfolio occupancy from 99.7% to 99.1% and property sales.
Of the remaining $2.1 million in revenue growth in 2002, $1.6 million was
attributable to an increase in earnings from non-consolidated entities and $0.5
million was attributable primarily to higher interest earned due to greater cash
balances carried. The increase in interest expense due to the growth of the
Company's portfolio has been offset by a reduction in the weighted average
interest rate from 7.54% for the nine months ended September 30, 2001 to 7.28%
for the nine months ended September 30, 2002 due to debt refinancings, scheduled
principal amortization payments, lower variable interest rates and lower
interest rates on new debt incurred by the Company. The Company's general and
administrative expenses increased due to the acquisition of 23 properties from
Net 1 L.P. and Net 2 L.P., however decreased to 5.6% of revenue in 2002 compared
with 6.0% in 2001. The increase in property operating expenses increased due to
the vacancy of one property in the third quarter of 2001, which resulted in the
Company incurring property level operating expenses which normally are the
responsibility of the tenant, two properties in which the Company has a level of
operating expense responsibility and costs accrued for our Kmart property. Net
income increased in 2002 due to the impact of items discussed above plus $1.2
million in gains on sale of properties and $3.1 million in extraordinary charges
in 2001.
The Company's non-consolidated entities had aggregate net income of $10.4
million in 2002 compared with $7.1 million in 2001. The increase in net income
is primarily attributable to an increase in rental revenue of $5.5 million in
2002 attributable to the acquisition of properties, the expansion of an existing
property and the joint venturing of a single property in 2002. In addition,
advisory fee income, which includes acquisition and asset management fees,
increased by $0.4 million in 2002 due to the timing of transactions which
generate acquisition fees and more assets under management. These revenue
sources were partly offset by an increase in (i) interest expense of $1.7
million in 2002 due to partially funding third quarter 2002 and fourth quarter
2001 acquisitions with the use of non-recourse mortgage debt, and (ii)
depreciation expense of $1.1 million in 2002 due to more depreciable assets
owned.
The increase in net income in future periods will be closely tied to the level
of acquisitions made by the Company. Without acquisitions, which in addition to
generating rental revenue, generate acquisition, debt placement and asset
management fees from co-investment programs, the sources of growth in net income
are limited to index adjusted rents (9 leases), percentage rents (3 leases),
reduced interest expense on amortizing mortgages and by controlling other
variable overhead costs. However, there are many factors beyond management's
control that could offset these items including, without limitation, increased
interest rates of variable debt ($47.4 million as of September 30, 2002 at a
weighted average interest rate of 4.67%) and tenant monetary defaults.
14
Funds From Operations
- ---------------------
The Company believes that Funds From Operations ("FFO") enhances an investor's
understanding of the Company's financial condition, results of operations and
cash flows. The Company believes that FFO is an appropriate measure of the
performance of an equity REIT, and that it can be one measure of a REIT's
ability to make cash distributions. FFO is defined in the April 2002 "White
Paper", issued by the National Association of Real Estate Investment Trusts,
Inc. ("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. Adjustments for unconsolidated partnerships and
joint ventures will be calculated to reflect funds from operations on the same
basis." The Company included in the 2001 calculation of FFO the dilutive effect
of the deemed conversion of its redeemable exchangeable notes which were
redeemed in July 2001. FFO should not be considered an alternative to net income
as an indicator of operating performance or to cash flows from operating
activities as determined in accordance with generally accepted accounting
principles, or as a measure of liquidity to other consolidated income or cash
flow statement data as determined in accordance with generally accepted
accounting principles.
The following table reflects the calculation of the Company's FFO and cash flow
activities for the nine months ended September 30, 2002 and 2001 ($000's):
2002 2001
---- ----
Net income $ 23,486 $ 11,715
Add back:
Depreciation and amortization of real estate 15,636 13,449
Extraordinary item -- 3,144
Minority interest's share of net income 4,225 3,817
Amortization of leasing commissions 522 574
Deemed conversion of notes payable -- 1,000
Gains on sale of properties (1,172) --
Joint venture adjustment 3,399 2,772
-------- --------
Funds From Operations $ 46,096 $ 36,471
======== ========
Cash flows from operating activities $ 37,793 $ 28,823
Cash flows from investing activities (61,891) (12,751)
Cash flows from financing activities 24,707 (5,098)
For the nine months ended September 30, 2002 and 2001, the Company's dividends
and distribution FFO payout ratio, on a per share basis, was 69.2% and 71.4%,
respectively, of the Company's FFO.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK ($000's)
--------------------------------------
The Company's exposure to market risk relates to its variable rate debt. As of
September 30, 2002 and 2001, the Company's variable rate indebtedness
represented 10.2% and 10.9% of total long-term indebtedness, respectively.
During the three months ended September 30, 2002 and 2001, this variable rate
indebtedness had a weighted average interest rate of 4.61% and 6.67%,
respectively, and for the nine months ended September 30, 2002 and 2001 the
variable rate indebtedness had a weighted average interest rate of 4.04% and
7.14%, respectively. Had the weighted average interest rate been 100 basis
points higher, the Company's net income for the three months ended September 30,
2002 and 2001 would have been reduced by approximately $237 and $104,
respectively, and for the nine months ended September 30, 2002 and 2001 net
income would have been reduced by $519 and $344, respectively.
15
ITEM 4. CONTROLS AND PROCEDURES
-------------------------------
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
An evaluation of the effectiveness of the design and operation of the Company's
"disclosure controls and procedures" (as defined in rule 13a-14(c) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) was carried
out within 90 days prior to the filing of this quarterly report. This evaluation
was made under the supervision and with the participation of the Company's
management, including its Co-Chief Executive Officers and its Chief Financial
Officer. Based upon this evaluation, the company's Co-Chief Executive Officers
and its Chief Financial Officer have concluded that the Company's disclosure
controls and procedures (a) are effective to ensure that information required to
be disclosed by the Company in reports filed or submitted under the Exchange Act
is timely recorded, processed, summarized and reported and (b) include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by the Company in reports filed or submitted under the Exchange
Act is accumulated and communicated to the Company's management, including its
Co-Chief Executive Officers and its Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure.
Changes in Internal Controls
- ----------------------------
There have been no significant changes in the Company's internal controls or, to
the knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the date of the Company's
evaluation.
16
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings - not applicable.
ITEM 2. Changes in Securities and Use of Proceeds- not applicable.
ITEM 3. Defaults Upon Senior Securities - not applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders - not applicable
ITEM 5. Other Information - not applicable.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - E. Robert Roskind
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - Richard J. Rouse
99.3 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - Patrick Carroll
(b) Reports on Form 8-K filed during the quarter ended September
30, 2002.
(i) Form 8-K dated September 16, 2002, filed September 16,
2002.
Reported information regarding recent acquisitions and
dispositions of properties, and filed the following pro
forma financial information:
Pro Forma Condensed Consolidated Balance Sheet as of
June 30, 2002.
Pro Forma Condensed Consolidated Statements of Income
for the Year Ended December 31, 2001 and the Six Months
Ended June 30, 2002.
Notes to Pro Forma Condensed Consolidated Financial
Statements.
17
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Lexington Corporate Properties Trust
Date: November 13, 2002 By: /s/ E. Robert Roskind
---------------------------------- -----------------------------------------------
E. Robert Roskind
Chairman and Co-Chief Executive Officer
Date: November 13, 2002 By: /s/ Richard J. Rouse
---------------------------------- -----------------------------------------------
Richard J. Rouse
Vice Chairman and Co-Chief Executive Officer
Date: November 13, 2002 By: /s/ Patrick Carroll
---------------------------------- -----------------------------------------------
Patrick Carroll
Chief Financial Officer and Treasurer
18
CERTIFICATION
-------------
I, E. Robert Roskind, Co-Chief Executive Officer of Lexington Corporate
Properties Trust (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the Audit
Committee of Company's board of trustees (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ E. Robert Roskind
- ------------------------------------
E. Robert Roskind
Co-Chief Executive Officer
November 13, 2002
19
CERTIFICATION
-------------
I, Richard J. Rouse, Co-Chief Executive Officer of Lexington Corporate
Properties Trust (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the Audit
Committee of Company's board of trustees (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Richard J. Rouse
- ------------------------------------
Richard J. Rouse
Co-Chief Executive Officer
November 13, 2002
20
CERTIFICATION
-------------
I, Patrick Carroll, Chief Financial Officer of Lexington Corporate Properties
Trust (the "Company"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the Company;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and
have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Company's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the Audit
Committee of Company's board of trustees (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's internal controls; and
6. The Company's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
/s/ Patrick Carroll
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Patrick Carroll
Chief Financial Officer
November 13, 2002
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