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 June 30, 2012 OR
| | | ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to Commission file numbers: 1-13130 (Liberty Property Trust) 1-13132 (Liberty Property Limited Partnership) __________________________________________________________ LIBERTY PROPERTY TRUST LIBERTY PROPERTY LIMITED PARTNERSHIP (Exact name of registrants as specified in their governing documents) __________________________________________________________ | | | MARYLAND (Liberty Property Trust) | 23-7768996 | PENNSYLVANIA (Liberty Property Limited Partnership) | 23-2766549 | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | | | 500 Chesterfield Parkway Malvern, Pennsylvania | 19355 | (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ Telephone Number, Including Area Code (610) 648-1700 __________________________________________________________ Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past ninety (90) days. Yes x No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one): | | | | | Large Accelerated Filer | x | Accelerated Filer | o | Non-Accelerated Filer | o (Do not check if a smaller reporting company) | Smaller Reporting Company | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x On July 27, 2012, 117,840,465 Common Shares of Beneficial Interest, par value $0.001 per share, of Liberty Property Trust were outstanding.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2012 of Liberty Property Trust and Liberty Property Limited Partnership. Unless stated otherwise or the context otherwise requires, references to the "Trust,” mean Liberty Property Trust and its consolidated subsidiaries; and references to the “Operating Partnership” mean Liberty Property Limited Partnership and its consolidated subsidiaries. The terms the “Company,” “we,” “our” or “us” mean the Trust and the Operating Partnership, collectively.
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, the Operating Partnership, a Pennsylvania limited partnership.
The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 96.9% of the common equity of the Operating Partnership at June 30, 2012. The common units of limited partnership interest in the Operating Partnership (the “Common Units”), other than those owned by the Trust, are exchangeable on a one-for-one basis (subject to anti-dilution protections) for the Trust's Common Shares of Beneficial Interest, $0.001 par value per share (the "Common Shares"). The Company has issued several series of Cumulative Redeemable Preferred Units of the Operating Partnership (the "Preferred Units"). The outstanding Preferred Units of each series are exchangeable on a one-for-one basis after stated dates into a corresponding series of Cumulative Redeemable Preferred Shares of the Trust except for the Series I-2 Preferred Units, which are not convertible or exchangeable into any other securities. The ownership of the holders of Common and Preferred Units is reflected on the Trust's financial statements as "noncontrolling interest - operating partnership" in mezzanine equity and as a component of total equity as "noncontrolling interest - operating partnership."
The financial results of the Operating Partnership are consolidated into the financial statements of the Trust. The Trust has no significant assets other than its investment in the Operating Partnership. The Trust and the Operating Partnership are managed and operated as one entity. The Trust and the Operating Partnership have the same managers.
The Trust's sole business purpose is to act as the general partner of the Operating Partnership. Net proceeds from equity issuances by the Trust are then contributed to the Operating Partnership in exchange for partnership units. The Trust itself does not issue any indebtedness, but guarantees certain of the unsecured debt of the Operating Partnership.
We believe combining the quarterly reports on Form 10-Q of the Trust and the Operating Partnership into this single report results in the following benefits: | | • | enhances investors' understanding of the Trust and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
| | • | eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company's disclosure applies to both the Trust and the Operating Partnership; and |
| | • | creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
To help investors understand the significant differences between the Trust and the Operating Partnership, this report presents the following separate sections for each of the Trust and the Operating Partnership: | | • | consolidated financial statements; |
| | • | the following notes to the consolidated financial statements; |
| | ◦ | Income per Common Share of the Trust and Income per Common Unit of the Operating Partnership; |
| | ◦ | Other Comprehensive Income of the Trust and Other Comprehensive Income of the Operating Partnership; and |
| | ◦ | Noncontrolling Interests of the Trust and Limited Partners' Equity of the Operating Partnership. |
This report also includes separate Item 4. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the Trust and the Operating Partnership in order to establish that the Chief Executive Officer and the Chief Financial Officer of each entity have made the requisite certifications and that the Trust and Operating Partnership are compliant with Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended.
Liberty Property Trust/Liberty Property Limited Partnership Form 10-Q for the period ended June 30, 2012 | | | | Index | | Page | | | | PART I. | | | | | | Item 1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Item 2. | | | | | | Item 3. | | | | | | Item 4. | | | | | | PART II. | | | | | | Item 1. | | | | | | Item 1A. | | | | | | Item 2. | | | | | | Item 3. | | |
| | | | Index | | Page | | | | Item 4. | | | | | | Item 5. | | | | | | Item 6. | | | | | | | | | | | | | | | | | | | STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES | | | | | | SECOND SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 11, 2012, BETWEEN THE OPERATING PARTNERSHIP, AS ISSUER, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, SUPPLEMENTING THE SENIOR INDENTURE, DATED AS OF SEPTEMBER 22, 2010, BETWEEN THE OPERATING PARTNERSHIP, , AS OBLIGOR, AND U.S. BANK NATINOAL ASSOCIATION, AS TRUSTEE, AND RELATING TO $400,000,000 PRINCIPAL AMOUNT OF 4.125% SENIOR NOTES DUE 2022 OF LIBERTY PROPERTY LIMITED PARTNERSHIP. | | | | | | CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(A) | | | | | | CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(A) | | | | | | CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(A) | | | | | | CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(A) | | | | | | CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(B) | | | | | | CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST REQUIRED BY RULE 13A-14(B) | | | | | | CERTIFICATION OF CEO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(B) | | | | | | CERTIFICATION OF CFO OF LIBERTY PROPERTY TRUST, IN ITS CAPACITY AS THE GENERAL PARTNER OF LIBERTY PROPERTY LIMITED PARTNERSHIP, REQUIRED BY RULE 13A-14(B) | | | | | | XBRL Instance Document | | | | | | XBRL Taxonomy Extension Schema Document | | | | | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | XBRL Extension Labels Linkbase | | | | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST (In thousands, except share and unit amounts) | | | | | | | | | | June 30, 2012 | | December 31, 2011 | | (Unaudited) | | | ASSETS | | | | Real estate: | | | | Land and land improvements | $ | 861,373 |
| | $ | 855,213 |
| Building and improvements | 4,146,819 |
| | 4,109,783 |
| Less accumulated depreciation | (1,116,593 | ) | | (1,058,283 | ) | Operating real estate | 3,891,599 |
| | 3,906,713 |
| Development in progress | 198,472 |
| | 88,848 |
| Land held for development | 222,090 |
| | 219,375 |
| Net real estate | 4,312,161 |
| | 4,214,936 |
| Cash and cash equivalents | 154,122 |
| | 18,204 |
| Restricted cash | 39,604 |
| | 63,659 |
| Accounts receivable | 12,424 |
| | 8,192 |
| Deferred rent receivable | 106,243 |
| | 103,002 |
| Deferred financing and leasing costs, net of accumulated amortization (2012, $133,448; 2011, $123,822) | 133,150 |
| | 130,160 |
| Investments in and advances to unconsolidated joint ventures | 173,336 |
| | 174,687 |
| Assets held for sale | — |
| | 200,647 |
| Prepaid expenses and other assets | 77,272 |
| | 76,186 |
| Total assets | $ | 5,008,312 |
| | $ | 4,989,673 |
| LIABILITIES | | | | Mortgage loans | $ | 281,170 |
| | $ | 290,819 |
| Unsecured notes | 2,192,643 |
| | 1,792,643 |
| Credit facility | — |
| | 139,400 |
| Accounts payable | 35,600 |
| | 23,418 |
| Accrued interest | 25,196 |
| | 24,147 |
| Dividend and distributions payable | 57,610 |
| | 56,958 |
| Other liabilities | 176,656 |
| | 194,995 |
| Total liabilities | 2,768,875 |
| | 2,522,380 |
| Noncontrolling interest - operating partnership - 301,483 preferred units outstanding as of June 30, 2012 and December 31, 2011 | 7,537 |
| | 7,537 |
| EQUITY | | | | Liberty Property Trust shareholders’ equity | | | | Common shares of beneficial interest, $.001 par value, 183,987,000 shares authorized; 118,794,699 (includes 1,249,909 in treasury) and 117,352,353 (includes 1,249,909 in treasury) shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively | 119 |
| | 117 |
| Additional paid-in capital | 2,656,174 |
| | 2,617,355 |
| Accumulated other comprehensive income (loss) | 346 |
| | (429 | ) | Distributions in excess of net income | (501,719 | ) | | (461,498 | ) | Common shares in treasury, at cost, 1,249,909 shares as of June 30, 2012 and December 31, 2011 | (51,951 | ) | | (51,951 | ) | Total Liberty Property Trust shareholders’ equity | 2,102,969 |
| | 2,103,594 |
| Noncontrolling interest – operating partnership | | | | 3,740,246 and 3,808,746 common units outstanding as of June 30, 2012 and December 31, 2011, respectively | 61,891 |
| | 64,428 |
| 1,290,000 and 9,740,000 preferred units outstanding as of June 30, 2012 and December 31, 2011, respectively | 63,265 |
| | 287,959 |
| Noncontrolling interest – consolidated joint ventures | 3,775 |
| | 3,775 |
| Total equity | 2,231,900 |
| | 2,459,756 |
| Total liabilities, noncontrolling interest - operating partnership and equity | $ | 5,008,312 |
| | $ | 4,989,673 |
|
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME OF LIBERTY PROPERTY TRUST (Unaudited and in thousands, except per share amounts) | | | | | | | | | | Three Months Ended | | June 30, 2012 | | June 30, 2011 | OPERATING REVENUE | | | | Rental | $ | 119,202 |
| | $ | 116,193 |
| Operating expense reimbursement | 49,997 |
| | 48,234 |
| Total operating revenue | 169,199 |
| | 164,427 |
| OPERATING EXPENSE | | | | Rental property | 31,386 |
| | 28,543 |
| Real estate taxes | 20,569 |
| | 19,592 |
| General and administrative | 14,619 |
| | 13,255 |
| Depreciation and amortization | 40,733 |
| | 38,554 |
| Total operating expenses | 107,307 |
| | 99,944 |
| Operating income | 61,892 |
| | 64,483 |
| OTHER INCOME (EXPENSE) | | | | Interest and other income | 2,567 |
| | 2,340 |
| Interest expense | (30,834 | ) | | (29,358 | ) | Total other income (expense) | (28,267 | ) | | (27,018 | ) | Income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures | 33,625 |
| | 37,465 |
| Gain on property dispositions | 335 |
| | 302 |
| Income taxes | (146 | ) | | (63 | ) | Equity in earnings of unconsolidated joint ventures | 769 |
| | 1,109 |
| Income from continuing operations | 34,583 |
| | 38,813 |
| Discontinued operations (including net gain on property dispositions of $2,981 and $50,157 for the three months ended June 30, 2012 and 2011, respectively) | 3,097 |
| | 54,028 |
| Net income | 37,680 |
| | 92,841 |
| Noncontrolling interest – operating partnership | (3,569 | ) | | (8,120 | ) | Noncontrolling interest – consolidated joint ventures | — |
| | 257 |
| Net income available to common shareholders | $ | 34,111 |
| | $ | 84,978 |
| Net income | $ | 37,680 |
| | $ | 92,841 |
| Other comprehensive (loss) income | (1,515 | ) | | 39 |
| Comprehensive income | 36,165 |
| | 92,880 |
| Less: comprehensive income attributable to noncontrolling interest | (3,522 | ) | | (8,121 | ) | Comprehensive income attributable to common shareholders | $ | 32,643 |
| | $ | 84,759 |
| Earnings per common share | | | | Basic: | | | | Income from continuing operations | $ | 0.26 |
| | $ | 0.28 |
| Income from discontinued operations | 0.03 |
| | 0.46 |
| Income per common share – basic | $ | 0.29 |
| | $ | 0.74 |
| Diluted: | | | | Income from continuing operations | $ | 0.26 |
| | $ | 0.28 |
| Income from discontinued operations | 0.03 |
| | 0.46 |
| Income per common share – diluted | $ | 0.29 |
| | $ | 0.74 |
| Distributions per common share | $ | 0.475 |
| | $ | 0.475 |
| Weighted average number of common shares outstanding | | | | Basic | 116,683 |
| | 114,623 |
| Diluted | 117,559 |
| | 115,406 |
| Amounts attributable to common shareholders | | | | Income from continuing operations | $ | 31,110 |
| | $ | 32,717 |
| Discontinued operations | 3,001 |
| | 52,261 |
| Net income available to common shareholders | $ | 34,111 |
| | $ | 84,978 |
|
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME OF LIBERTY PROPERTY TRUST (Unaudited and in thousands, except per share amounts) | | | | | | | | | | Six Months Ended | | June 30, 2012 | | June 30, 2011 | OPERATING REVENUE | | | | Rental | $ | 238,593 |
| | $ | 230,718 |
| Operating expense reimbursement | 100,293 |
| | 99,595 |
| Total operating revenue | 338,886 |
| | 330,313 |
| OPERATING EXPENSE | | | | Rental property | 61,791 |
| | 60,254 |
| Real estate taxes | 41,309 |
| | 39,039 |
| General and administrative | 31,823 |
| | 29,203 |
| Depreciation and amortization | 82,014 |
| | 77,546 |
| Total operating expenses | 216,937 |
| | 206,042 |
| Operating income | 121,949 |
| | 124,271 |
| OTHER INCOME (EXPENSE) | | | | Interest and other income | 5,328 |
| | 4,928 |
| Interest expense | (60,109 | ) | | (62,200 | ) | Total other income (expense) | (54,781 | ) | | (57,272 | ) | Income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures | 67,168 |
| | 66,999 |
| Gain on property dispositions | 858 |
| | 1,463 |
| Income taxes | (324 | ) | | (613 | ) | Equity in earnings of unconsolidated joint ventures | 1,685 |
| | 1,643 |
| Income from continuing operations | 69,387 |
| | 69,492 |
| Discontinued operations (including net gain on property dispositions of $4,045 and $50,627 for the six months ended June 30, 2012 and 2011, respectively) | 7,895 |
| | 58,292 |
| Net income | 77,282 |
| | 127,784 |
| Noncontrolling interest – operating partnership | (6,082 | ) | | (14,355 | ) | Noncontrolling interest – consolidated joint ventures | — |
| | 458 |
| Net income available to common shareholders | $ | 71,200 |
| | $ | 113,887 |
| Net income | $ | 77,282 |
| | $ | 127,784 |
| Other comprehensive income | 801 |
| | 2,183 |
| Comprehensive income | 78,083 |
| | 129,967 |
| Less: comprehensive income attributable to noncontrolling interest | (6,108 | ) | | (14,427 | ) | Comprehensive income attributable to common shareholders | $ | 71,975 |
| | $ | 115,540 |
| Earnings per common share | | | | Basic: | | | | Income from continuing operations | $ | 0.54 |
| | $ | 0.51 |
| Income from discontinued operations | 0.07 |
| | 0.49 |
| Income per common share – basic | $ | 0.61 |
| | $ | 1.00 |
| Diluted: | | | | Income from continuing operations | $ | 0.54 |
| | $ | 0.50 |
| Income from discontinued operations | 0.07 |
| | 0.49 |
| Income per common share – diluted | $ | 0.61 |
| | $ | 0.99 |
| Distributions per common share | $ | 0.95 |
| | $ | 0.95 |
| Weighted average number of common shares outstanding | | | | Basic | 116,359 |
| | 114,285 |
| Diluted | 117,165 |
| | 115,087 |
| Amounts attributable to common shareholders | | | | Income from continuing operations | $ | 63,551 |
| | $ | 57,513 |
| Discontinued operations | 7,649 |
| | 56,374 |
| Net income available to common shareholders | $ | 71,200 |
| | $ | 113,887 |
|
See accompanying notes.
CONSOLIDATED STATEMENT OF EQUITY OF LIBERTY PROPERTY TRUST (Unaudited and in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | COMMON SHARES OF BENEFICIAL INTEREST | | ADDITIONAL PAID-IN CAPITAL | | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | | DISTRIBUTIONS IN EXCESS OF NET INCOME | | COMMON SHARES HELD IN TREASURY | | TOTAL LIBERTY PROPERTY TRUST SHAREHOLDERS’ EQUITY | | NONCONTROLL- ING INTEREST - OPERATING PARTNERSHIP- COMMON | | NONCONTROLL- ING INTEREST - OPERATING PARTNERSHIP – PREFERRED | | NONCONTROLL- ING INTEREST - CONSOLIDATED JOINT VENTURES | | TOTAL EQUITY | Balance at January 1, 2012 | | $ | 117 |
| | $ | 2,617,355 |
| | $ | (429 | ) | | $ | (461,498 | ) | | $ | (51,951 | ) | | $ | 2,103,594 |
| | $ | 64,428 |
| | $ | 287,959 |
| | $ | 3,775 |
| | $ | 2,459,756 |
| Net proceeds from the issuance of common shares | | 2 |
| | 31,232 |
| | — |
| | — |
| | — |
| | 31,234 |
| | — |
| | — |
| | — |
| | 31,234 |
| Net income | | — |
| | — |
| | — |
| | 71,200 |
| | — |
| | 71,200 |
| | 2,292 |
| | 3,790 |
| | — |
| | 77,282 |
| Distributions | | — |
| | — |
| | — |
| | (111,421 | ) | | — |
| | (111,421 | ) | | (3,705 | ) | | (7,484 | ) | | — |
| | (122,610 | ) | Share-based compensation | | — |
| | 6,437 |
| | — |
| | — |
| | — |
| | 6,437 |
| | — |
| | — |
| | — |
| | 6,437 |
| Foreign currency translation adjustment | | — |
| | — |
| | 775 |
| | — |
| | — |
| | 775 |
| | 26 |
| | — |
| | — |
| | 801 |
| Redemption of noncontrolling interests – common units | | — |
| | 1,150 |
| | — |
| | — |
| | — |
| | 1,150 |
| | (1,150 | ) | | — |
| | — |
| | — |
| Redemption of noncontrolling interest - preferred units | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (224,689 | ) | | — |
| | (224,689 | ) | Excess of preferred unit carrying amount over redemption | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 3,689 |
| | — |
| | 3,689 |
| Balance at June 30, 2012 | | $ | 119 |
| | $ | 2,656,174 |
| | $ | 346 |
| | $ | (501,719 | ) | | $ | (51,951 | ) | | $ | 2,102,969 |
| | $ | 61,891 |
| | $ | 63,265 |
| | $ | 3,775 |
| | $ | 2,231,900 |
|
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST (Unaudited and in thousands) | | | | | | | | | | Six Months Ended | | June 30, 2012 | | June 30, 2011 | OPERATING ACTIVITIES | | | | Net income | $ | 77,282 |
| | $ | 127,784 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | Depreciation and amortization | 82,963 |
| | 86,795 |
| Amortization of deferred financing costs | 2,397 |
| | 2,735 |
| Equity in earnings of unconsolidated joint ventures | (1,685 | ) | | (1,643 | ) | Distributions from unconsolidated joint ventures | 208 |
| | 305 |
| Gain on property dispositions | (4,903 | ) | | (52,090 | ) | Share-based compensation | 6,437 |
| | 6,172 |
| Changes in operating assets and liabilities: | | | | Restricted cash | 24,101 |
| | (462 | ) | Accounts receivable | (4,241 | ) | | (879 | ) | Deferred rent receivable | (3,398 | ) | | (4,526 | ) | Prepaid expenses and other assets | (1,526 | ) | | 16,803 |
| Accounts payable | 12,196 |
| | 4,921 |
| Accrued interest | 1,049 |
| | (5,446 | ) | Other liabilities | (30,230 | ) | | (13,754 | ) | Net cash provided by operating activities | 160,650 |
| | 166,715 |
| INVESTING ACTIVITIES | | | | Investment in operating properties - acquisitions | (29,294 | ) | | (34,151 | ) | Investment in operating properties - other | (27,898 | ) | | (33,107 | ) | Investments in and advances to unconsolidated joint ventures | (2,575 | ) | | (8,382 | ) | Distributions from unconsolidated joint ventures | 5,472 |
| | 6,391 |
| Net proceeds from disposition of properties/land | 214,877 |
| | 264,419 |
| Net advances on public reimbursement receivable/escrow | (78 | ) | | (56,395 | ) | Investment in development in progress | (97,062 | ) | | (10,310 | ) | Investment in land held for development | (10,791 | ) | | (5,116 | ) | Investment in deferred leasing costs | (14,448 | ) | | (10,844 | ) | Net cash provided by investing activities | 38,203 |
| | 112,505 |
| FINANCING ACTIVITIES | | | | Net proceeds from issuance of common shares | 31,234 |
| | 24,580 |
| Redemption of preferred units | (221,000 | ) | | — |
| Proceeds from unsecured notes | 400,000 |
| | — |
| Repayments of unsecured notes | — |
| | (246,500 | ) | Proceeds from mortgage loans | 17,311 |
| | — |
| Repayments of mortgage loans | (26,960 | ) | | (26,976 | ) | Proceeds from credit facility | 453,200 |
| | 283,000 |
| Repayments on credit facility | (592,600 | ) | | (250,000 | ) | Increase in deferred financing costs | (4,272 | ) | | (13 | ) | Distribution paid on common shares | (110,731 | ) | | (108,881 | ) | Distribution paid on units | (10,130 | ) | | (14,442 | ) | Net cash used in financing activities | (63,948 | ) | | (339,232 | ) | Net increase (decrease) in cash and cash equivalents | 134,905 |
| | (60,012 | ) | Increase in cash and cash equivalents related to foreign currency translation | 1,013 |
| | 1,498 |
| Cash and cash equivalents at beginning of period | 18,204 |
| | 108,409 |
| Cash and cash equivalents at end of period | $ | 154,122 |
| | $ | 49,895 |
|
See accompanying notes.
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY LIMITED PARTNERSHIP (In thousands, except unit amounts) | | | | | | | | | | June 30, 2012 | | December 31, 2011 | | (Unaudited) | | | ASSETS | | | | Real estate: | | | | Land and land improvements | $ | 861,373 |
| | $ | 855,213 |
| Building and improvements | 4,146,819 |
| | 4,109,783 |
| Less accumulated depreciation | (1,116,593 | ) | | (1,058,283 | ) | Operating real estate | 3,891,599 |
| | 3,906,713 |
| Development in progress | 198,472 |
| | 88,848 |
| Land held for development | 222,090 |
| | 219,375 |
| Net real estate | 4,312,161 |
| | 4,214,936 |
| Cash and cash equivalents | 154,122 |
| | 18,204 |
| Restricted cash | 39,604 |
| | 63,659 |
| Accounts receivable | 12,424 |
| | 8,192 |
| Deferred rent receivable | 106,243 |
| | 103,002 |
| Deferred financing and leasing costs, net of accumulated amortization (2012, $133,448; 2011, $123,822) | 133,150 |
| | 130,160 |
| Investments in and advances to unconsolidated joint ventures | 173,336 |
| | 174,687 |
| Assets held for sale | — |
| | 200,647 |
| Prepaid expenses and other assets | 77,272 |
| | 76,186 |
| Total assets | $ | 5,008,312 |
| | $ | 4,989,673 |
| LIABILITIES | | | | Mortgage loans | $ | 281,170 |
| | $ | 290,819 |
| Unsecured notes | 2,192,643 |
| | 1,792,643 |
| Credit facility | — |
| | 139,400 |
| Accounts payable | 35,600 |
| | 23,418 |
| Accrued interest | 25,196 |
| | 24,147 |
| Distributions payable | 57,610 |
| | 56,958 |
| Other liabilities | 176,656 |
| | 194,995 |
| Total liabilities | 2,768,875 |
| | 2,522,380 |
| Limited partners' equity - 301,483 preferred units outstanding as of June 30, 2012 and December 31, 2011 | 7,537 |
| | 7,537 |
| OWNERS’ EQUITY | | | | General partner’s equity - 117,544,790 (net of 1,249,909 treasury units) and 116,102,444 (net of 1,249,909 treasury units) common units outstanding as of June 30, 2012 and December 31, 2011, respectively | 2,102,969 |
| | 2,103,594 |
| Limited partners’ equity – 3,740,246 and 3,808,746 common units outstanding as of June 30, 2012 and December 31, 2011, respectively | 61,891 |
| | 64,428 |
| Limited partners’ equity – 1,290,000 and 9,740,000 preferred units outstanding as of June 30, 2012 and December 31, 2011, respectively | 63,265 |
| | 287,959 |
| Noncontrolling interest – consolidated joint ventures | 3,775 |
| | 3,775 |
| Total owners’ equity | 2,231,900 |
| | 2,459,756 |
| Total liabilities, limited partners' equity and owners’ equity | $ | 5,008,312 |
| | $ | 4,989,673 |
|
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME OF LIBERTY PROPERTY LIMITED PARTNERSHIP (Unaudited and in thousands, except per unit amounts) | | | | | | | | | | Three Months Ended | | June 30, 2012 | | June 30, 2011 | OPERATING REVENUE | | | | Rental | $ | 119,202 |
| | $ | 116,193 |
| Operating expense reimbursement | 49,997 |
| | 48,234 |
| Total operating revenue | 169,199 |
| | 164,427 |
| OPERATING EXPENSE | | | | Rental property | 31,386 |
| | 28,543 |
| Real estate taxes | 20,569 |
| | 19,592 |
| General and administrative | 14,619 |
| | 13,255 |
| Depreciation and amortization | 40,733 |
| | 38,554 |
| Total operating expenses | 107,307 |
| | 99,944 |
| Operating income | 61,892 |
| | 64,483 |
| OTHER INCOME (EXPENSE) | | | | Interest and other income | 2,567 |
| | 2,340 |
| Interest expense | (30,834 | ) | | (29,358 | ) | Total other income (expense) | (28,267 | ) | | (27,018 | ) | Income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures | 33,625 |
| | 37,465 |
| Gain on property dispositions | 335 |
| | 302 |
| Income taxes | (146 | ) | | (63 | ) | Equity in earnings of unconsolidated joint ventures | 769 |
| | 1,109 |
| Income from continuing operations | 34,583 |
| | 38,813 |
| Discontinued operations (including net gain on property dispositions of $2,981 and $50,157 for the three months ended June 30, 2012 and 2011, respectively) | 3,097 |
| | 54,028 |
| Net income | 37,680 |
| | 92,841 |
| Noncontrolling interest – consolidated joint ventures | — |
| | 257 |
| Preferred unit distributions | (2,444 | ) | | (5,253 | ) | Excess of preferred unit redemption over carrying amount | (40 | ) | | — |
| Income available to common unitholders | $ | 35,196 |
| | $ | 87,845 |
| Net income | $ | 37,680 |
| | $ | 92,841 |
| Other comprehensive income | (1,515 | ) | | 39 |
| Comprehensive income | $ | 36,165 |
| | $ | 92,880 |
| Earnings per common unit | | | | Basic: | | | | Income from continuing operations | $ | 0.26 |
| | $ | 0.28 |
| Income from discontinued operations | 0.03 |
| | 0.46 |
| Income per common unit - basic | $ | 0.29 |
| | $ | 0.74 |
| Diluted: | | | | Income from continuing operations | $ | 0.26 |
| | $ | 0.28 |
| Income from discontinued operations | 0.03 |
| | 0.46 |
| Income per common unit - diluted | $ | 0.29 |
| | $ | 0.74 |
| Distributions per common unit | $ | 0.475 |
| | $ | 0.475 |
| Weighted average number of common units outstanding | | | | Basic | 120,450 |
| | 118,549 |
| Diluted | 121,326 |
| | 119,332 |
| Net income allocated to general partners | $ | 34,111 |
| | $ | 84,978 |
| Net income allocated to limited partners | $ | 3,569 |
| | $ | 8,120 |
|
See accompanying notes.
CONSOLIDATED STATEMENTS OF INCOME OF LIBERTY PROPERTY LIMITED PARTNERSHIP (Unaudited and in thousands, except per unit amounts) | | | | | | | | | | Six Months Ended | | June 30, 2012 | | June 30, 2011 | OPERATING REVENUE | | | | Rental | $ | 238,593 |
| | $ | 230,718 |
| Operating expense reimbursement | 100,293 |
| | 99,595 |
| Total operating revenue | 338,886 |
| | 330,313 |
| OPERATING EXPENSE | | | | Rental property | 61,791 |
| | 60,254 |
| Real estate taxes | 41,309 |
| | 39,039 |
| General and administrative | 31,823 |
| | 29,203 |
| Depreciation and amortization | 82,014 |
| | 77,546 |
| Total operating expenses | 216,937 |
| | 206,042 |
| Operating income | 121,949 |
| | 124,271 |
| OTHER INCOME (EXPENSE) | | | | Interest and other income | 5,328 |
| | 4,928 |
| Interest expense | (60,109 | ) | | (62,200 | ) | Total other income (expense) | (54,781 | ) | | (57,272 | ) | Income before gain on property dispositions, income taxes and equity in earnings of unconsolidated joint ventures | 67,168 |
| | 66,999 |
| Gain on property dispositions | 858 |
| | 1,463 |
| Income taxes | (324 | ) | | (613 | ) | Equity in earnings of unconsolidated joint ventures | 1,685 |
| | 1,643 |
| Income from continuing operations | 69,387 |
| | 69,492 |
| Discontinued operations (including net gain on property dispositions of $4,045 and $50,627 for the six months ended June 30, 2012 and 2011, respectively) | 7,895 |
| | 58,292 |
| Net income | 77,282 |
| | 127,784 |
| Noncontrolling interest – consolidated joint ventures | — |
| | 458 |
| Preferred unit distributions | (7,479 | ) | | (10,506 | ) | Excess of preferred unit carrying amount over redemption | 3,689 |
| | — |
| Income available to common unitholders | $ | 73,492 |
| | $ | 117,736 |
| Net income | $ | 77,282 |
| | $ | 127,784 |
| Other comprehensive income | 801 |
| | 2,183 |
| Comprehensive income | $ | 78,083 |
| | $ | 129,967 |
| Earnings per common unit | | | | Basic: | | | | Income from continuing operations | $ | 0.54 |
| | $ | 0.51 |
| Income from discontinued operations | 0.07 |
| | 0.49 |
| Income per common unit - basic | $ | 0.61 |
| | $ | 1.00 |
| Diluted: | | | | Income from continuing operations | $ | 0.54 |
| | $ | 0.50 |
| Income from discontinued operations | 0.07 |
| | 0.49 |
| Income per common unit - diluted | $ | 0.61 |
| | $ | 0.99 |
| Distributions per common unit | $ | 0.95 |
| | $ | 0.95 |
| Weighted average number of common units outstanding | | | | Basic | 120,147 |
| | 118,212 |
| Diluted | 120,953 |
| | 119,014 |
| Net income allocated to general partners | $ | 71,200 |
| | $ | 113,887 |
| Net income allocated to limited partners | $ | 6,082 |
| | $ | 14,355 |
|
See accompanying notes.
CONSOLIDATED STATEMENT OF OWNERS’ EQUITY OF LIBERTY PROPERTY LIMITED PARTNERSHIP (Unaudited and in thousands) | | | | | | | | | | | | | | | | | | | | | | GENERAL PARTNER’S EQUITY | | LIMITED PARTNERS’ EQUITY – COMMON UNITS | | LIMITED PARTNERS’ EQUITY – PREFERRED UNITS | | NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES | | TOTAL OWNERS’ EQUITY | Balance at January 1, 2012 | $ | 2,103,594 |
| | $ | 64,428 |
| | $ | 287,959 |
| | $ | 3,775 |
| | $ | 2,459,756 |
| Contributions from partners | 37,671 |
| | — |
| | — |
| | — |
| | 37,671 |
| Distributions to partners | (111,421 | ) | | (3,705 | ) | | (7,484 | ) | | — |
| | (122,610 | ) | Foreign currency translation adjustment | 775 |
| | 26 |
| | — |
| | — |
| | 801 |
| Net income | 71,200 |
| | 2,292 |
| | 3,790 |
| | — |
| | 77,282 |
| Redemption of limited partners common units for common shares | 1,150 |
| | (1,150 | ) | | — |
| | — |
| | — |
| Redemption of limited partners' preferred units | — |
| | — |
| | (224,689 | ) | | — |
| | (224,689 | ) | Excess of preferred unit carrying amount over redemption | — |
| | — |
| | 3,689 |
| | — |
| | 3,689 |
| Balance at June 30, 2012 | $ | 2,102,969 |
| | $ | 61,891 |
| | $ | 63,265 |
| | $ | 3,775 |
| | $ | 2,231,900 |
|
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY LIMITED PARTNERSHIP (Unaudited and in thousands) | | | | | | | | | | Six Months Ended | | June 30, 2012 | | June 30, 2011 | OPERATING ACTIVITIES | | | | Net income | $ | 77,282 |
| | $ | 127,784 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | Depreciation and amortization | 82,963 |
| | 86,795 |
| Amortization of deferred financing costs | 2,397 |
| | 2,735 |
| Equity in earnings of unconsolidated joint ventures | (1,685 | ) | | (1,643 | ) | Distributions from unconsolidated joint ventures | 208 |
| | 305 |
| Gain on property dispositions | (4,903 | ) | | (52,090 | ) | Share-based compensation | 6,437 |
| | 6,172 |
| Changes in operating assets and liabilities: | | | | Restricted cash | 24,101 |
| | (462 | ) | Accounts receivable | (4,241 | ) | | (879 | ) | Deferred rent receivable | (3,398 | ) | | (4,526 | ) | Prepaid expenses and other assets | (1,526 | ) | | 16,803 |
| Accounts payable | 12,196 |
| | 4,921 |
| Accrued interest | 1,049 |
| | (5,446 | ) | Other liabilities | (30,230 | ) | | (13,754 | ) | Net cash provided by operating activities | 160,650 |
| | 166,715 |
| INVESTING ACTIVITIES | | | | Investment in operating properties - acquisitions | (29,294 | ) | | (34,151 | ) | Investment in operating properties - other | (27,898 | ) | | (33,107 | ) | Investments in and advances to unconsolidated joint ventures | (2,575 | ) | | (8,382 | ) | Distributions from unconsolidated joint ventures | 5,472 |
| | 6,391 |
| Net proceeds from disposition of properties/land | 214,877 |
| | 264,419 |
| Net advances on public reimbursement receivable/escrow | (78 | ) | | (56,395 | ) | Investment in development in progress | (97,062 | ) | | (10,310 | ) | Investment in land held for development | (10,791 | ) | | (5,116 | ) | Investment in deferred leasing costs | (14,448 | ) | | (10,844 | ) | Net cash provided by investing activities | 38,203 |
| | 112,505 |
| FINANCING ACTIVITIES | | | | Redemption of preferred units | (221,000 | ) | | — |
| Proceeds from unsecured notes | 400,000 |
| | — |
| Repayments of unsecured notes | — |
| | (246,500 | ) | Proceeds from mortgage loans | 17,311 |
| | — |
| Repayments of mortgage loans | (26,960 | ) | | (26,976 | ) | Proceeds from credit facility | 453,200 |
| | 283,000 |
| Repayments on credit facility | (592,600 | ) | | (250,000 | ) | Increase in deferred financing costs | (4,272 | ) | | (13 | ) | Capital contributions | 31,234 |
| | 24,580 |
| Distributions to partners | (120,861 | ) | | (123,323 | ) | Net cash used in financing activities | (63,948 | ) | | (339,232 | ) | Net increase (decrease) in cash and cash equivalents | 134,905 |
| | (60,012 | ) | Increase in cash and cash equivalents related to foreign currency translation | 1,013 |
| | 1,498 |
| Cash and cash equivalents at beginning of period | 18,204 |
| | 108,409 |
| Cash and cash equivalents at end of period | $ | 154,122 |
| | $ | 49,895 |
|
See accompanying notes.
Liberty Property Trust and Liberty Property Limited Partnership Notes to Consolidated Financial Statements (Unaudited) June 30, 2012 Note 1: Organization and Basis of Presentation Organization Liberty Property Trust (the “Trust”) is a self-administered and self-managed Maryland real estate investment trust (a “REIT”). Substantially all of the Trust’s assets are owned directly or indirectly, and substantially all of the Trust’s operations are conducted directly or indirectly, by its subsidiary, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership” and, together with the Trust and their consolidated subsidiaries, the “Company”). The Trust is the sole general partner and also a limited partner of the Operating Partnership, owning 96.9% of the common equity of the Operating Partnership at June 30, 2012. The Company provides leasing, property management, development, acquisition, and other tenant-related services for a portfolio of industrial and office properties which are located principally within the Mid-Atlantic, Southeastern, Midwestern and Southwestern United States and the United Kingdom. Unless otherwise indicated, the notes to the Consolidated Financial Statements apply to both the Trust and the Operating Partnership. The terms the "Company,” “we,” “our” or “us” mean the Trust and Operating Partnership collectively. Basis of Presentation The accompanying unaudited consolidated financial statements of Company have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2011. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial statements for these interim periods have been included. The results of interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. Certain amounts from prior periods have been reclassified to conform to the current period presentation including reclassifying the accompanying consolidated statements of income for discontinued operations. Recently Issued Accounting Standards ASU 2011-04 In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, “Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS” (“ASU 2011-04”), which amends Accounting Standards Codification ("ASC") 820, “Fair Value Measurement” to converge US GAAP and International Financial Reporting Standards (“IFRS”) requirements for measuring accounts at fair value, including the disclosures regarding these measurements. ASU 2011-04 was effective for the Company beginning January 1, 2012. The Company's adoption of ASU 2011-04 did not have a material impact on its financial position or results of operations. ASU 2011-05 In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220), Presentation of Comprehensive Income” (“ASU 2011-05”), which will lead to converging guidance under US GAAP and IFRS related to presentation of comprehensive income. ASU 2011-05 was effective for the Company beginning January 1, 2012 and the provisions of ASU 2011-05 were adopted retrospectively. In adopting ASU 2011-05, the Company is required to disclose the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The Company's adoption of ASU 2011-05 did not have a material impact on its financial position or results of operations.
Note 2: Income per Common Share of the Trust
The following table sets forth the computation of basic and diluted income per common share of the Trust (in thousands except per share amounts): | | | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended | | For the Three Months Ended | | June 30, 2012 | | June 30, 2011 | | Income (Numerator) | | Weighted Average Shares (Denominator) | | Per Share | | Income (Numerator) | | Weighted Average Shares (Denominator) | | Per Share | Basic income from continuing operations | | | | | | | | | | | | Income from continuing operations net of noncontrolling interest | $ | 31,110 |
| | 116,683 |
| | $ | 0.26 |
| | $ | 32,717 |
| | 114,623 |
| | $ | 0.28 |
| Dilutive shares for long-term compensation plans | — |
| | 876 |
| | | | — |
| | 783 |
| | | Diluted income from continuing operations | | | | | | | | | | | | Income from continuing operations net of noncontrolling interest | 31,110 |
| | 117,559 |
| | $ | 0.26 |
| | 32,717 |
| | 115,406 |
| | $ | 0.28 |
| Basic income from discontinued operations | | | | | | | | | | | | Discontinued operations net of noncontrolling interest | 3,001 |
| | 116,683 |
| | $ | 0.03 |
| | 52,261 |
| | 114,623 |
| | $ | 0.46 |
| Dilutive shares for long-term compensation plans | — |
| | 876 |
| | | | — |
| | 783 |
| | | Diluted income from discontinued operations | | | | | | | | | | | | Discontinued operations net of noncontrolling interest | 3,001 |
| | 117,559 |
| | $ | 0.03 |
| | 52,261 |
| | 115,406 |
| | $ | 0.46 |
| Basic income per common share | | | | | | | | | | | | Net income available to common shareholders | 34,111 |
| | 116,683 |
| | $ | 0.29 |
| | 84,978 |
| | 114,623 |
| | $ | 0.74 |
| Dilutive shares for long-term compensation plans | — |
| | 876 |
| | | | — |
| | 783 |
| | | Diluted income per common share | | | | | | | | | | | | Net income available to common shareholders | $ | 34,111 |
| | 117,559 |
| | $ | 0.29 |
| | $ | 84,978 |
| | 115,406 |
| | $ | 0.74 |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | For the Six Months Ended | | For the Six Months Ended | | June 30, 2012 | | June 30, 2011 | | Income (Numerator) | | Weighted Average Shares (Denominator) | | Per Share | | Income (Numerator) | | Weighted Average Shares (Denominator) | | Per Share | Basic income from continuing operations | | | | | | | | | | | | Income from continuing operations net of noncontrolling interest | $ | 63,551 |
| | 116,359 |
| | $ | 0.54 |
| | $ | 57,513 |
| | 114,285 |
| | $ | 0.51 |
| Dilutive shares for long-term compensation plans | — |
| | 806 |
| | | | — |
| | 802 |
| | | Diluted income from continuing operations | | | | | | | | | | | | Income from continuing operations net of noncontrolling interest | 63,551 |
| | 117,165 |
| | $ | 0.54 |
| | 57,513 |
| | 115,087 |
| | $ | 0.50 |
| Basic income from discontinued operations | | | | | | | | | | | | Discontinued operations net of noncontrolling interest | 7,649 |
| | 116,359 |
| | $ | 0.07 |
| | 56,374 |
| | 114,285 |
| | $ | 0.49 |
| Dilutive shares for long-term compensation plans | — |
| | 806 |
| | | | — |
| | 802 |
| | | Diluted income from discontinued operations | | | | | | | | | | | | Discontinued operations net of noncontrolling interest | 7,649 |
| | 117,165 |
| | $ | 0.07 |
| | 56,374 |
| | 115,087 |
| | $ | 0.49 |
| Basic income per common share | | | | | | | | | | | | Net income available to common shareholders | 71,200 |
| | 116,359 |
| | $ | 0.61 |
| | 113,887 |
| | 114,285 |
| | $ | 1.00 |
| Dilutive shares for long-term compensation plans | — |
| | 806 |
| | | | — |
| | 802 |
| | | Diluted income per common share | | | | | | | | | | | | Net income available to common shareholders | $ | 71,200 |
| | 117,165 |
| | $ | 0.61 |
| | $ | 113,887 |
| | 115,087 |
| | $ | 0.99 |
|
Dilutive shares for long-term compensation plans represent the unvested common shares outstanding during the year as well as the dilutive effect of outstanding options. The amounts of anti-dilutive options that were excluded from the computation of diluted income per common share for the three and six months ended June 30, 2012 were 953,000 and 925,000, respectively, as compared to 965,000 and 1,119,000, respectively, for the same periods in 2011. During the three and six months ended June 30, 2012, 162,000 and 511,000 common shares, respectively, were issued upon the exercise of options. During the year ended December 31, 2011, 256,000 common shares were issued upon the exercise of options.
Note 3: Income per Common Unit of the Operating Partnership
The following table sets forth the computation of basic and diluted income per common unit of the Operating Partnership (in thousands, except per unit amounts): | | | | | | | | | | | | | | | | | | | | | | | | For the Three Months Ended | | For the Three Months Ended | | June 30, 2012 | | June 30, 2011 | | Income (Numerator) | | Weighted Average Units (Denominator) | | Per Unit | | Income (Numerator) | | Weighted Average Units (Denominator) | | Per Unit | Income from continuing operations net of noncontrolling interest | $ | 34,583 |
| | | | | | $ | 39,070 |
| | | | | Less: Preferred unit distributions | (2,444 | ) | | | | | | (5,253 | ) | | | | | Excess of preferred unit redemption over carrying amount | (40 | ) | | | | | | — |
| | | | | Basic income from continuing operations | | | | | | | | | | | | Income from continuing operations available to common unitholders | 32,099 |
| | 120,450 |
| | $ | 0.26 |
| | 33,817 |
| | 118,549 |
| | $ | 0.28 |
| Dilutive units for long-term compensation plans | — |
| | 876 |
| | | | — |
| | 783 |
| | | Diluted income from continuing operations | | | | | | | | | | | | Income from continuing operations available to common unitholders | 32,099 |
| | 121,326 |
| | $ | 0.26 |
| | 33,817 |
| | 119,332 |
| | $ | 0.28 |
| Basic income from discontinued operations | | | | | | | | | | | | Discontinued operations | 3,097 |
| | 120,450 |
| | $ | 0.03 |
| | 54,028 |
| | 118,549 |
| | $ | 0.46 |
| Dilutive units for long-term compensation plans | — |
| | 876 |
| | | | — |
| | 783 |
| | | Diluted income from discontinued operations | | | | | | | | | | | | Discontinued operations | 3,097 |
| | 121,326 |
| | $ | 0.03 |
| | 54,028 |
| | 119,332 |
| | $ | 0.46 |
| Basic income per common unit | | | | | | | | | | | | Income available to common unitholders | 35,196 |
| | 120,450 |
| | $ | 0.29 |
| | 87,845 |
| | 118,549 |
| | $ | 0.74 |
| Dilutive units for long-term compensation plans | — |
| | 876 |
| | | | — |
| | 783 |
| | | Diluted income per common unit | | | | | | | | | | | | Income available to common unitholders | $ | 35,196 |
| | 121,326 |
| | $ | 0.29 |
| | $ | 87,845 |
| | 119,332 |
| | $ | 0.74 |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | For the Six Months Ended | | For the Six Months Ended | | June 30, 2012 | | June 30, 2011 | | Income (Numerator) | | Weighted Average Units (Denominator) | | Per Unit | | Income (Numerator) | | Weighted Average Units (Denominator) | | Per Unit | Income from continuing operations net of noncontrolling interest | $ | 69,387 |
| | | | | | $ | 69,950 |
| | | | | Less: Preferred unit distributions | (7,479 | ) | | | | | | (10,506 | ) | | | | | Excess of preferred unit carrying amount over redemption | 3,689 |
| | | | | | — |
| | | | | Basic income from continuing operations | | | | | | | | | | | | Income from continuing operations available to common unitholders | 65,597 |
| | 120,147 |
| | $ | 0.54 |
| | 59,444 |
| | 118,212 |
| | $ | 0.51 |
| Dilutive units for long-term compensation plans | — |
| | 806 |
| | | | — |
| | 802 |
| | | Diluted income from continuing operations | | | | | | | | | | | | Income from continuing operations available to common unitholders | 65,597 |
| | 120,953 |
| | $ | 0.54 |
| | 59,444 |
| | 119,014 |
| | $ | 0.50 |
| Basic income from discontinued operations | | | | | | | | | | | | Discontinued operations | 7,895 |
| | 120,147 |
| | $ | 0.07 |
| | 58,292 |
| | 118,212 |
| | $ | 0.49 |
| Dilutive units for long-term compensation plans | — |
| | 806 |
| | | | — |
| | 802 |
| | | Diluted income from discontinued operations | | | | | | | | | | | | Discontinued operations | 7,895 |
| | 120,953 |
| | $ | 0.07 |
| | 58,292 |
| | 119,014 |
| | $ | 0.49 |
| Basic income per common unit |
|