10-Q 1 lry930201210q.htm 10-Q LRY 9.30.2012 10Q
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, 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 October 30, 2012, 118,241,192 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 September 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 September 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 and Operating Partnership's financial statements as "noncontrolling interest - operating partnership"for the Trust or "limited partners' equity" for the 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.





2

Liberty Property Trust/Liberty Property Limited Partnership
Form 10-Q for the period ended September 30, 2012
 
Index
 
Page
 
 
 
PART I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.

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
 
 
 
 
 
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
 

4

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST
(In thousands, except share and unit amounts)
 
 
September 30, 2012
 
December 31, 2011
 
(Unaudited)
 
 
ASSETS
 
 
 
Real estate:
 
 
 
Land and land improvements
$
865,657

 
$
852,785

Building and improvements
4,156,848

 
4,092,056

Less accumulated depreciation
(1,135,002
)
 
(1,047,336
)
Operating real estate
3,887,503

 
3,897,505

Development in progress
249,129

 
88,848

Land held for development
227,469

 
219,375

Net real estate
4,364,101

 
4,205,728

Cash and cash equivalents
34,069

 
18,204

Restricted cash
37,972

 
63,659

Accounts receivable
6,965

 
8,192

Deferred rent receivable
107,813

 
102,613

Deferred financing and leasing costs, net of accumulated amortization (2012, $131,604; 2011, $123,557)
130,761

 
129,614

Investments in and advances to unconsolidated joint ventures
169,507

 
174,687

Assets held for sale
8,671

 
210,790

Prepaid expenses and other assets
96,506

 
76,186

Total assets
$
4,956,365

 
$
4,989,673

LIABILITIES
 
 
 
Mortgage loans
$
290,197

 
$
290,819

Unsecured notes
1,962,543

 
1,792,643

Credit facility
150,000

 
139,400

Accounts payable
58,804

 
23,418

Accrued interest
36,177

 
24,147

Dividend and distributions payable
58,869

 
56,958

Other liabilities
173,758

 
194,995

Total liabilities
2,730,348

 
2,522,380

Noncontrolling interest - operating partnership - 301,483 preferred units outstanding as of September 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; 119,146,729 (includes 1,249,909 in treasury) and 117,352,353 (includes 1,249,909 in treasury) shares issued and outstanding as of September 30, 2012 and December 31, 2011, respectively
119

 
117

Additional paid-in capital
2,669,676

 
2,617,355

Accumulated other comprehensive income (loss)
2,523

 
(429
)
Distributions in excess of net income
(529,913
)
 
(461,498
)
Common shares in treasury, at cost, 1,249,909 shares as of September 30, 2012 and December 31, 2011
(51,951
)
 
(51,951
)
Total Liberty Property Trust shareholders’ equity
2,090,454

 
2,103,594

Noncontrolling interest – operating partnership
 
 
 
3,736,746 and 3,808,746 common units outstanding as of September 30, 2012 and December 31, 2011, respectively
60,987

 
64,428

1,290,000 and 9,740,000 preferred units outstanding as of September 30, 2012 and December 31, 2011, respectively
63,264

 
287,959

Noncontrolling interest – consolidated joint ventures
3,775

 
3,775

Total equity
2,218,480

 
2,459,756

Total liabilities, noncontrolling interest - operating partnership and equity
$
4,956,365

 
$
4,989,673


See accompanying notes.

5

CONSOLIDATED STATEMENTS OF INCOME OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands, except per share amounts)
 
Three Months Ended
 
September 30, 2012
 
September 30, 2011
OPERATING REVENUE
 
 
 
Rental
$
119,334

 
$
115,760

Operating expense reimbursement
52,392

 
49,432

Total operating revenue
171,726

 
165,192

OPERATING EXPENSE
 
 
 
Rental property
34,635

 
31,876

Real estate taxes
20,292

 
19,755

General and administrative
14,621

 
13,617

Depreciation and amortization
40,929

 
38,922

Total operating expenses
110,477

 
104,170

Operating income
61,249

 
61,022

OTHER INCOME (EXPENSE)
 
 
 
Interest and other income
2,642

 
1,989

Interest expense
(30,704
)
 
(29,173
)
Total other income (expense)
(28,062
)
 
(27,184
)
Income before gain on property dispositions, income taxes and equity in (loss) earnings of unconsolidated joint ventures
33,187

 
33,838

Gain on property dispositions
2,001

 
1,898

Income taxes
(321
)
 
(356
)
Equity in (loss) earnings of unconsolidated joint ventures
(3,082
)
 
827

Income from continuing operations
31,785

 
36,207

Discontinued operations (including net loss on property dispositions of $1,540 for the quarter ended September 30, 2012 and net gain of $4,095 for the quarter ended September 30, 2011)
(1,887
)
 
5,474

Net income
29,898

 
41,681

Noncontrolling interest – operating partnership
(2,092
)
 
(6,414
)
Noncontrolling interest – consolidated joint ventures
—

 
53

Net income available to common shareholders
$
27,806

 
$
35,320

Net income
$
29,898

 
$
41,681

Other comprehensive income (loss)
2,245

 
(2,247
)
Comprehensive income
32,143

 
39,434

Less: comprehensive income attributable to noncontrolling interest
(2,161
)
 
(6,342
)
Comprehensive income attributable to common shareholders
$
29,982

 
$
33,092

Earnings per common share
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.26

 
$
0.26

(Loss) income from discontinued operations
(0.02
)
 
0.05

Income per common share – basic
$
0.24

 
$
0.31

Diluted:
 
 
 
Income from continuing operations
$
0.26

 
$
0.26

(Loss) income from discontinued operations
(0.02
)
 
0.05

Income per common share – diluted
$
0.24

 
$
0.31

Distributions per common share
$
0.475

 
$
0.475

Weighted average number of common shares outstanding
 
 
 
Basic
117,141

 
115,014

Diluted
118,043

 
115,780

Amounts attributable to common shareholders
 
 
 
Income from continuing operations
$
29,635

 
$
30,021

Discontinued operations
(1,829
)
 
5,299

Net income available to common shareholders
$
27,806

 
$
35,320

See accompanying notes.

6

CONSOLIDATED STATEMENTS OF INCOME OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands, except per share amounts)
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
OPERATING REVENUE
 
 
 
Rental
$
357,126

 
$
345,882

Operating expense reimbursement
152,200

 
148,655

Total operating revenue
509,326

 
494,537

OPERATING EXPENSE
 
 
 
Rental property
95,926

 
91,657

Real estate taxes
61,452

 
58,646

General and administrative
46,444

 
42,819

Depreciation and amortization
122,705

 
116,247

Total operating expenses
326,527

 
309,369

Operating income
182,799

 
185,168

OTHER INCOME (EXPENSE)
 
 
 
Interest and other income
7,969

 
6,918

Interest expense
(89,892
)
 
(90,198
)
Total other income (expense)
(81,923
)
 
(83,280
)
Income before gain on property dispositions, income taxes and equity in (loss) earnings of unconsolidated joint ventures
100,876

 
101,888

Gain on property dispositions
2,859

 
3,361

Income taxes
(645
)
 
(969
)
Equity in (loss) earnings of unconsolidated joint ventures
(1,397
)
 
2,470

Income from continuing operations
101,693

 
106,750

Discontinued operations (including net gain on property dispositions of $2,505 and $54,722 for the nine months ended September 30, 2012 and 2011, respectively)
5,487

 
62,715

Net income
107,180

 
169,465

Noncontrolling interest – operating partnership
(8,174
)
 
(20,769
)
Noncontrolling interest – consolidated joint ventures
—

 
511

Net income available to common shareholders
$
99,006

 
$
149,207

Net income
$
107,180

 
$
169,465

Other comprehensive income (loss)
3,047

 
(64
)
Comprehensive income
110,227

 
169,401

Less: comprehensive income attributable to noncontrolling interest
(8,269
)
 
(20,769
)
Comprehensive income attributable to common shareholders
$
101,958

 
$
148,632

Earnings per common share
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.80

 
$
0.77

Income from discontinued operations
0.05

 
0.53

Income per common share – basic
$
0.85

 
$
1.30

Diluted:
 
 
 
Income from continuing operations
$
0.79

 
$
0.76

Income from discontinued operations
0.05

 
0.53

Income per common share – diluted
$
0.84

 
$
1.29

Distributions per common share
$
1.425

 
$
1.425

Weighted average number of common shares outstanding
 
 
 
Basic
116,625

 
114,547

Diluted
117,462

 
115,329

Amounts attributable to common shareholders
 
 
 
Income from continuing operations
$
93,689

 
$
88,537

Discontinued operations
5,317

 
60,670

Net income available to common shareholders
$
99,006

 
$
149,207


See accompanying notes.

7

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 UNITS
 
NONCONTROLL-
ING INTEREST -
OPERATING
PARTNERSHIP –
PREFERRED UNITS
 
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

 
42,806

 
—

 
—

 
—

 
42,808

 
—

 
—

 
—

 
42,808

Net income
 
—

 
—

 
—

 
99,006

 
—

 
99,006

 
3,173

 
5,001

 
—

 
107,180

Distributions
 
—

 
—

 
—

 
(167,421
)
 
—

 
(167,421
)
 
(5,501
)
 
(8,691
)
 
—

 
(181,613
)
Share-based compensation
 
—

 
8,307

 
—

 
—

 
—

 
8,307

 
—

 
—

 
—

 
8,307

Foreign currency translation adjustment
 
—

 
—

 
2,952

 
—

 
—

 
2,952

 
95

 
—

 
—

 
3,047

Redemption of noncontrolling interests – common units
 
—

 
1,208

 
—

 
—

 
—

 
1,208

 
(1,208
)
 
—

 
—

 
—

Redemption of noncontrolling interest - preferred units
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(224,694
)
 
—

 
(224,694
)
Excess of preferred unit carrying amount over redemption
 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
3,689

 
—

 
3,689

Balance at September 30, 2012
 
$
119

 
$
2,669,676

 
$
2,523

 
$
(529,913
)
 
$
(51,951
)
 
$
2,090,454

 
$
60,987

 
$
63,264

 
$
3,775

 
$
2,218,480


See accompanying notes.

8

CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST
(Unaudited and in thousands)
 
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
OPERATING ACTIVITIES
 
 
 
Net income
$
107,180

 
$
169,465

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
124,420

 
128,828

Amortization of deferred financing costs
3,581

 
3,948

Equity in loss (earnings) of unconsolidated joint ventures
1,397

 
(2,470
)
Distributions from unconsolidated joint ventures
536

 
350

Gain on property dispositions
(5,364
)
 
(58,083
)
Share-based compensation
8,307

 
8,052

  Changes in operating assets and liabilities:
 
 
 
Restricted cash
25,864

 
(16,792
)
Accounts receivable
1,223

 
(2,370
)
Deferred rent receivable
(5,550
)
 
(5,361
)
Prepaid expenses and other assets
(19,626
)
 
(4,037
)
Accounts payable
35,389

 
16,602

Accrued interest
12,030

 
3,236

Other liabilities
(30,356
)
 
(2,936
)
Net cash provided by operating activities
259,031

 
238,432

INVESTING ACTIVITIES
 
 
 
Investment in operating properties - acquisitions
(35,644
)
 
(124,823
)
Investment in operating properties - other
(45,221
)
 
(51,615
)
Investments in and advances to unconsolidated joint ventures
(3,529
)
 
(11,309
)
Distributions from unconsolidated joint ventures
6,967

 
9,257

Net proceeds from disposition of properties/land
217,430

 
361,154

Net advances on public reimbursement receivable/escrow
(682
)
 
(18,274
)
Investment in development in progress
(152,523
)
 
(25,194
)
Investment in land held for development
(32,871
)
 
(18,475
)
Investment in deferred leasing costs
(17,470
)
 
(16,662
)
Net cash (used in) provided by investing activities
(63,543
)
 
104,059

FINANCING ACTIVITIES
 
 
 
Net proceeds from issuance of common shares
42,808

 
33,396

Redemption of preferred units
(221,000
)
 
—

Proceeds from unsecured notes
400,000

 
—

Repayments of unsecured notes
(230,100
)
 
(246,500
)
Proceeds from mortgage loans
27,481

 
—

Repayments of mortgage loans
(28,103
)
 
(28,407
)
Proceeds from credit facility
653,350

 
302,900

Repayments on credit facility
(642,750
)
 
(302,900
)
Payment of deferred financing costs
(4,278
)
 
(13
)
Distribution paid on common shares
(166,564
)
 
(163,658
)
Distribution paid on units
(13,139
)
 
(21,317
)
Net cash used in financing activities
(182,295
)
 
(426,499
)
Net increase (decrease) in cash and cash equivalents
13,193

 
(84,008
)
Increase in cash and cash equivalents related to foreign currency translation
2,672

 
15

Cash and cash equivalents at beginning of period
18,204

 
108,409

Cash and cash equivalents at end of period
$
34,069

 
$
24,416


See accompanying notes.

9

CONSOLIDATED BALANCE SHEETS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(In thousands, except unit amounts)
 
 
September 30, 2012
 
December 31, 2011
 
(Unaudited)
 
 
ASSETS
 
 
 
Real estate:
 
 
 
Land and land improvements
$
865,657

 
$
852,785

Building and improvements
4,156,848

 
4,092,056

Less accumulated depreciation
(1,135,002
)
 
(1,047,336
)
Operating real estate
3,887,503

 
3,897,505

Development in progress
249,129

 
88,848

Land held for development
227,469

 
219,375

Net real estate
4,364,101

 
4,205,728

Cash and cash equivalents
34,069

 
18,204

Restricted cash
37,972

 
63,659

Accounts receivable
6,965

 
8,192

Deferred rent receivable
107,813

 
102,613

Deferred financing and leasing costs, net of accumulated amortization (2012, $131,604; 2011, $123,557)
130,761

 
129,614

Investments in and advances to unconsolidated joint ventures
169,507

 
174,687

Assets held for sale
8,671

 
210,790

Prepaid expenses and other assets
96,506

 
76,186

Total assets
$
4,956,365

 
$
4,989,673

LIABILITIES
 
 
 
Mortgage loans
$
290,197

 
$
290,819

Unsecured notes
1,962,543

 
1,792,643

Credit facility
150,000

 
139,400

Accounts payable
58,804

 
23,418

Accrued interest
36,177

 
24,147

Distributions payable
58,869

 
56,958

Other liabilities
173,758

 
194,995

Total liabilities
2,730,348

 
2,522,380

Limited partners' equity - 301,483 preferred units outstanding as of September 30, 2012 and December 31, 2011
7,537

 
7,537

OWNERS’ EQUITY
 
 
 
General partner’s equity - 117,896,820 (net of 1,249,909 treasury units) and 116,102,444 (net of 1,249,909 treasury units) common units outstanding as of September 30, 2012 and December 31, 2011, respectively
2,090,454

 
2,103,594

Limited partners’ equity – 3,736,746 and 3,808,746 common units outstanding as of September 30, 2012 and December 31, 2011, respectively
60,987

 
64,428

Limited partners’ equity – 1,290,000 and 9,740,000 preferred units outstanding as of September 30, 2012 and December 31, 2011, respectively
63,264

 
287,959

Noncontrolling interest – consolidated joint ventures
3,775

 
3,775

Total owners’ equity
2,218,480

 
2,459,756

Total liabilities, limited partners' equity and owners’ equity
$
4,956,365

 
$
4,989,673


See accompanying notes.

10

CONSOLIDATED STATEMENTS OF INCOME OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands, except per unit amounts)
 
 
Three Months Ended
 
September 30, 2012
 
September 30, 2011
OPERATING REVENUE
 
 
 
Rental
$
119,334

 
$
115,760

Operating expense reimbursement
52,392

 
49,432

Total operating revenue
171,726

 
165,192

OPERATING EXPENSE
 
 
 
Rental property
34,635

 
31,876

Real estate taxes
20,292

 
19,755

General and administrative
14,621

 
13,617

Depreciation and amortization
40,929

 
38,922

Total operating expenses
110,477

 
104,170

Operating income
61,249

 
61,022

OTHER INCOME (EXPENSE)
 
 
 
Interest and other income
2,642

 
1,989

Interest expense
(30,704
)
 
(29,173
)
Total other income (expense)
(28,062
)
 
(27,184
)
Income before gain on property dispositions, income taxes and equity in (loss) earnings of unconsolidated joint ventures
33,187

 
33,838

Gain on property dispositions
2,001

 
1,898

Income taxes
(321
)
 
(356
)
Equity in (loss) earnings of unconsolidated joint ventures
(3,082
)
 
827

Income from continuing operations
31,785

 
36,207

Discontinued operations (including net loss on property dispositions of $1,540 for the quarter ended September 30, 2012 and net gain of $4,095 for the quarter ended September 30, 2011)
(1,887
)
 
5,474

Net income
29,898

 
41,681

Noncontrolling interest – consolidated joint ventures
—

 
53

Preferred unit distributions
(1,211
)
 
(5,253
)
Income available to common unitholders
$
28,687

 
$
36,481

Net income
$
29,898

 
$
41,681

Other comprehensive income (loss)
2,245

 
(2,247
)
Comprehensive income
$
32,143

 
$
39,434

Earnings per common unit
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.26

 
$
0.26

(Loss) income from discontinued operations
(0.02
)
 
0.05

Income per common unit - basic
$
0.24

 
$
0.31

Diluted:
 
 
 
Income from continuing operations
$
0.26

 
$
0.26

(Loss) income from discontinued operations
(0.02
)
 
0.05

Income per common unit - diluted
$
0.24

 
$
0.31

Distributions per common unit
$
0.475

 
$
0.475

Weighted average number of common units outstanding
 
 
 
        Basic
120,880

 
118,830

        Diluted
121,782

 
119,596

Net income allocated to general partners
$
27,806

 
$
35,320

Net income allocated to limited partners
$
2,092

 
$
6,414


See accompanying notes.

11

CONSOLIDATED STATEMENTS OF INCOME OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands, except per unit amounts)
 
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
OPERATING REVENUE
 
 
 
Rental
$
357,126

 
$
345,882

Operating expense reimbursement
152,200

 
148,655

Total operating revenue
509,326

 
494,537

OPERATING EXPENSE
 
 
 
Rental property
95,926

 
91,657

Real estate taxes
61,452

 
58,646

General and administrative
46,444

 
42,819

Depreciation and amortization
122,705

 
116,247

Total operating expenses
326,527

 
309,369

Operating income
182,799

 
185,168

OTHER INCOME (EXPENSE)
 
 
 
Interest and other income
7,969

 
6,918

Interest expense
(89,892
)
 
(90,198
)
Total other income (expense)
(81,923
)
 
(83,280
)
Income before gain on property dispositions, income taxes and equity in (loss) earnings of unconsolidated joint ventures
100,876

 
101,888

Gain on property dispositions
2,859

 
3,361

Income taxes
(645
)
 
(969
)
Equity in (loss) earnings of unconsolidated joint ventures
(1,397
)
 
2,470

Income from continuing operations
101,693

 
106,750

Discontinued operations (including net gain on property dispositions of $2,505 and $54,722 for the nine months ended September 30, 2012 and 2011, respectively)
5,487

 
62,715

Net income
107,180

 
169,465

Noncontrolling interest – consolidated joint ventures
—

 
511

Preferred unit distributions
(8,690
)
 
(15,759
)
Excess of preferred unit carrying amount over redemption
3,689

 
—

Income available to common unitholders
$
102,179

 
$
154,217

Net income
$
107,180

 
$
169,465

Other comprehensive income (loss)
3,047

 
(64
)
Comprehensive income
$
110,227

 
$
169,401

Earnings per common unit
 
 
 
Basic:
 
 
 
Income from continuing operations
$
0.80

 
$
0.77

Income from discontinued operations
0.05

 
0.53

Income per common unit - basic
$
0.85

 
$
1.30

Diluted:
 
 
 
Income from continuing operations
$
0.79

 
$
0.76

Income from discontinued operations
0.05

 
0.53

Income per common unit - diluted
$
0.84

 
$
1.29

Distributions per common unit
$
1.425

 
$
1.425

Weighted average number of common units outstanding
 
 
 
        Basic
120,396

 
118,437

        Diluted
121,233

 
119,219

Net income allocated to general partners
$
99,006

 
$
149,207

Net income allocated to limited partners
$
8,174

 
$
20,769


See accompanying notes.



12

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
51,115

 
—

 
—

 
—

 
51,115

Distributions to partners
(167,421
)
 
(5,501
)
 
(8,691
)
 
—

 
(181,613
)
Foreign currency translation adjustment
2,952

 
95

 
—

 
—

 
3,047

Net income
99,006

 
3,173

 
5,001

 
—

 
107,180

Redemption of limited partners' common units for common shares
1,208

 
(1,208
)
 
—

 
—

 
—

Redemption of limited partners' preferred units
—

 
—

 
(224,694
)
 
—

 
(224,694
)
Excess of preferred unit carrying amount over redemption
—

 
—

 
3,689

 
—

 
3,689

Balance at September 30, 2012
$
2,090,454

 
$
60,987

 
$
63,264

 
$
3,775

 
$
2,218,480


See accompanying notes.

13

CONSOLIDATED STATEMENTS OF CASH FLOWS OF
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Unaudited and in thousands)
 
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
OPERATING ACTIVITIES
 
 
 
Net income
$
107,180

 
$
169,465

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
124,420

 
128,828

Amortization of deferred financing costs
3,581

 
3,948

Equity in loss (earnings) of unconsolidated joint ventures
1,397

 
(2,470
)
Distributions from unconsolidated joint ventures
536

 
350

Gain on property dispositions
(5,364
)
 
(58,083
)
Share-based compensation
8,307

 
8,052

  Changes in operating assets and liabilities:
 
 
 
Restricted cash
25,864

 
(16,792
)
Accounts receivable
1,223

 
(2,370
)
Deferred rent receivable
(5,550
)
 
(5,361
)
Prepaid expenses and other assets
(19,626
)
 
(4,037
)
Accounts payable
35,389

 
16,602

Accrued interest
12,030

 
3,236

Other liabilities
(30,356
)
 
(2,936
)
Net cash provided by operating activities
259,031

 
238,432

INVESTING ACTIVITIES
 
 
 
Investment in operating properties - acquisitions
(35,644
)
 
(124,823
)
Investment in operating properties - other
(45,221
)
 
(51,615
)
Investments in and advances to unconsolidated joint ventures
(3,529
)
 
(11,309
)
Distributions from unconsolidated joint ventures
6,967

 
9,257

Net proceeds from disposition of properties/land
217,430

 
361,154

Net advances on public reimbursement receivable/escrow
(682
)
 
(18,274
)
Investment in development in progress
(152,523
)
 
(25,194
)
Investment in land held for development
(32,871
)
 
(18,475
)
Investment in deferred leasing costs
(17,470
)
 
(16,662
)
Net cash (used in) provided by investing activities
(63,543
)
 
104,059

FINANCING ACTIVITIES
 
 
 
Redemption of preferred units
(221,000
)
 
—

Proceeds from unsecured notes
400,000

 
—

Repayments of unsecured notes
(230,100
)
 
(246,500
)
Proceeds from mortgage loans
27,481

 
—

Repayments of mortgage loans
(28,103
)
 
(28,407
)
Proceeds from credit facility
653,350

 
302,900

Repayments on credit facility
(642,750
)
 
(302,900
)
Payment of deferred financing costs
(4,278
)
 
(13
)
Capital contributions
42,808

 
33,396

Distributions to partners
(179,703
)
 
(184,975
)
Net cash used in financing activities
(182,295
)
 
(426,499
)
Net increase (decrease) in cash and cash equivalents
13,193

 
(84,008
)
Increase in cash and cash equivalents related to foreign currency translation
2,672

 
15

Cash and cash equivalents at beginning of period
18,204

 
108,409

Cash and cash equivalents at end of period
$
34,069

 
$
24,416


See accompanying notes.

14

Liberty Property Trust and Liberty Property Limited Partnership
Notes to Consolidated Financial Statements (Unaudited)
September 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 September 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 the 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.




15

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
 
September 30, 2012
 
September 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 - consolidated joint ventures
$
29,635

 
117,141

 
$
0.26

 
$
30,021

 
115,014

 
$
0.26

Dilutive shares for long-term compensation plans
—

 
902

 
 
 
—

 
766

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations net of noncontrolling interest
29,635

 
118,043

 
$
0.26

 
30,021

 
115,780

 
$
0.26

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
(1,829
)
 
117,141

 
$
(0.02
)
 
5,299

 
115,014

 
$
0.05

Dilutive shares for long-term compensation plans
—

 
902

 
 
 
—

 
766

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
(1,829
)
 
118,043

 
$
(0.02
)
 
5,299

 
115,780

 
$
0.05

Basic income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
27,806

 
117,141

 
$
0.24

 
35,320

 
115,014

 
$
0.31

Dilutive shares for long-term compensation plans
—

 
902

 
 
 
—

 
766

 
 
Diluted income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
27,806

 
118,043

 
$
0.24

 
$
35,320

 
115,780

 
$
0.31

 
 
 
 
 
 
 
 
 
 
 
 

16

 
For the Nine Months Ended
 
For the Nine Months Ended
 
September 30, 2012
 
September 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 - consolidated joint ventures
$
93,689

 
116,625

 
$
0.80

 
$
88,537

 
114,547

 
$
0.77

Dilutive shares for long-term compensation plans
—

 
837

 
 
 
—

 
782

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations net of noncontrolling interest
93,689

 
117,462

 
$
0.79

 
88,537

 
115,329

 
$
0.76

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
5,317

 
116,625

 
$
0.05

 
60,670

 
114,547

 
$
0.53

Dilutive shares for long-term compensation plans
—

 
837

 
 
 
—

 
782

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations net of noncontrolling interest
5,317

 
117,462

 
$
0.05

 
60,670

 
115,329

 
$
0.53

Basic income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
99,006

 
116,625

 
$
0.85

 
149,207

 
114,547

 
$
1.30

Dilutive shares for long-term compensation plans
—

 
837

 
 
 
—

 
782

 
 
Diluted income per common share
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
99,006

 
117,462

 
$
0.84

 
$
149,207

 
115,329

 
$
1.29


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 nine months ended September 30, 2012 were 850,000 and 905,000, respectively, as compared to 1,641,000 and 1,219,000, respectively, for the same periods in 2011.
During the three and nine months ended September 30, 2012, 77,000 and 588,000 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.



17

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
 
September 30, 2012
 
September 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 - consolidated joint ventures
$
31,785

 
 
 
 
 
$
36,260

 
 
 
 
Less: Preferred unit distributions
(1,211
)
 
 
 
 
 
(5,253
)
 
 
 
 
Basic income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
30,574

 
120,880

 
$
0.26

 
31,007

 
118,830

 
$
0.26

Dilutive units for long-term compensation plans
—

 
902

 
 
 
—

 
766

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
30,574

 
121,782

 
$
0.26

 
31,007

 
119,596

 
$
0.26

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
(1,887
)
 
120,880

 
$
(0.02
)
 
5,474

 
118,830

 
$
0.05

Dilutive units for long-term compensation plans
—

 
902

 
 
 
—

 
766

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
(1,887
)
 
121,782

 
$
(0.02
)
 
5,474

 
119,596

 
$
0.05

Basic income per common unit
 
 
 
 
 
 
 
 
 
 
 
Income available to common unitholders
28,687

 
120,880

 
$
0.24

 
36,481

 
118,830

 
$
0.31

Dilutive units for long-term compensation plans
—

 
902

 
 
 
—

 
766

 
 
Diluted income per common unit
 
 
 
 
 
 
 
 
 
 
 
Income available to common unitholders
$
28,687

 
121,782

 
$
0.24

 
$
36,481

 
119,596

 
$
0.31

 
 
 
 
 
 
 
 
 
 
 
 

18

 
For the Nine Months Ended
 
For the Nine Months Ended
 
September 30, 2012
 
September 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 - consolidated joint ventures
$
101,693

 
 
 
 
 
$
107,261

 
 
 
 
Less: Preferred unit distributions
(8,690
)
 
 
 
 
 
(15,759
)
 
 
 
 
Excess of preferred unit carrying amount over redemption
3,689

 
 
 
 
 
—

 
 
 
 
Basic income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
96,692

 
120,396

 
$
0.80

 
91,502

 
118,437

 
$
0.77

Dilutive units for long-term compensation plans
—

 
837

 
 
 
—

 
782

 
 
Diluted income from continuing operations
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations available to common unitholders
96,692

 
121,233

 
$
0.79

 
91,502

 
119,219

 
$
0.76

Basic income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
5,487

 
120,396

 
$
0.05

 
62,715

 
118,437

 
$
0.53

Dilutive units for long-term compensation plans
—

 
837

 
 
 
—

 
782

 
 
Diluted income from discontinued operations
 
 
 
 
 
 
 
 
 
 
 
Discontinued operations
5,487

 
121,233

 
$
0.05

 
62,715

 
119,219

 
$
0.53

Basic income per common unit
 
 
 
 
 
 
 
 
 
 
 
Income available to common unitholders
102,179

 
120,396

 
$
0.85

 
154,217

 
118,437

 
$
1.30

Dilutive units for long-term compensation plans
—

 
837

 
 
 
—

 
782

 
 
Diluted income per common unit
 
 
 
 
 
 
 
 
 
 
 
Income available to common unitholders
$
102,179

 
121,233

 
$
0.84

 
$
154,217

 
119,219

 
$
1.29


Dilutive units for long-term compensation plans represent the unvested common units outstanding during the year as well as the dilutive effect of outstanding options. The amounts of anti-dilutive options that were excluded from the computation of diluted income per common unit for the three and nine months ended September 30, 2012 were 850,000 and 905,000, respectively, as compared to 1,641,000 and 1,219,000, respectively, for the same periods in 2011.
During the three and nine months ended September 30, 2012, 77,000 and 588,000 common units, respectively, were issued upon the exercise of options. During the year ended December 31, 2011, 256,000 common units were issued upon the exercise of options.

Note 4: Other Comprehensive Income (Loss) of the Trust

The functional currency of the Trust's United Kingdom operations is pounds sterling. The Trust translates the financial statements for the United Kingdom operations into US dollars. Gains and losses resulting from this translation are included in comprehensive income and are included in accumulated other comprehensive income (loss) as a separate component of equity. A proportionate amount of gain or loss is allocated to noncontrolling interest-operating partnership (common units). Accumulated other comprehensive income (loss) consists solely of the foreign currency translation adjustments described above. Upon sale or upon complete or substantially complete liquidation of the Trust's foreign investment, the gain or loss on the sale will include the cumulative translation adjustments that have been previously recorded in accumulated other comprehensive income (loss) and noncontrolling interest-operating partnership (common units).



19

Note 5: Other Comprehensive Income (Loss) of the Operating Partnership

The functional currency of the Operating Partnership’s United Kingdom operations is pounds sterling. The Operating Partnership translates the financial statements for the United Kingdom operations into US dollars. Gains and losses resulting from this translation are included in other comprehensive income (loss) within general partner’s equity and limited partners’ equity-common units. Upon sale or upon complete or substantially complete liquidation of the Operating Partnership's foreign investment, the gain or loss on the sale will include the cumulative translation adjustments that have been previously recorded in general partner’s equity-common units and limited partners’ equity – common units.

Note 6: Segment Information
The Company operates its portfolio of properties primarily throughout the Mid-Atlantic, Southeastern, Midwestern and Southwestern United States. Additionally, the Company owns certain assets in the United Kingdom. The Company reviews the performance of the portfolio on a geographical basis. As such, the following are considered the Company’s reportable segments:
 
REGIONS
MARKETS
 
 
Northeast
Southeastern PA; Lehigh/Central PA; New Jersey; Maryland
Central
Minnesota; Chicago/Milwaukee; Houston; Arizona
South
Richmond/Hampton Roads; Carolinas; Jacksonville; Orlando; South Florida; Tampa
Metro
Philadelphia; Metro Washington, D.C.
United Kingdom
County of Kent; West Midlands
The Company evaluates the performance of its reportable segments based on net operating income. Net operating income includes operating revenue from external customers, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment.
The Company's accounting policies for the segments are the same as those used in the Company's consolidated financial statements. There are no material inter-segment transactions.

20

The operating information by reportable segment is as follows (in thousands):
 
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2012
 
2011
 
2012
 
2011
Operating revenue
 
 
 
 
 
 
 
 
 
 Northeast - Southeastern PA
 
$
42,773

 
$
42,695

 
$
126,658

 
$
130,769

 
 Northeast - Lehigh / Central PA
 
24,263

 
22,580

 
72,254

 
75,520

 
 Northeast - Other
 
15,042

 
17,344

 
46,895

 
53,073

 
 Central
 
28,969

 
31,566

 
89,940

 
94,601

 
 South
 
51,603

 
54,879

 
157,362

 
168,097

 
 Metro
 
8,248

 
7,047

 
24,672

 
21,147

 
 United Kingdom
 
1,264

 
1,109

 
3,529

 
3,321

Segment-level operating revenue
 
172,162

 
177,220

 
521,310

 
546,528

 
 
 
 
 
 
 
 
 
 
 Reconciliation to total operating revenue
 
 
 
 
 
 
 
 
 
 Discontinued operations
 
(635
)
 
(11,915
)
 
(12,156
)
 
(51,978
)
 
 Other
 
199

 
(113
)
 
172

 
(13
)
 Total operating revenue
 
$
171,726

 
$
165,192

 
$
509,326

 
$
494,537

 
 
 
 
 
 
 
 
 
 
 Net operating income
 
 
 
 
 
 
 
 
 
 Northeast - Southeastern PA
 
$
24,880

 
$
25,602

 
$
74,864

 
$
76,697

 
 Northeast - Lehigh / Central PA
 
16,578

 
15,119

 
49,331

 
48,985

 
 Northeast - Other
 
7,640

 
8,478

 
24,373

 
26,736

 
 Central
 
15,432

 
16,650

 
48,723

 
51,512

 
 South
 
30,870

 
32,264

 
94,840

 
100,356

 
 Metro
 
5,845

 
4,496

 
17,460

 
15,497

 
 United Kingdom
 
171

 
19

 
(178
)
 
(265
)
Segment-level net operating income
 
101,416

 
102,628

 
309,413

 
319,518

 
 
 
 
 
 
 
 
 
 
 Reconciliation to income from continuing operations
 
 
 
 
 
 
 
 
 
 Interest expense (1)
 
(31,305
)
 
(31,526
)
 
(93,120
)
 
(99,898
)
 
 Depreciation/amortization expense (2)
 
(25,753
)
 
(25,915
)
 
(77,217
)
 
(79,998
)
 
 Gain on property dispositions
 
2,001

 
1,898

 
2,859

 
3,361

 
 Equity in (loss) earnings of unconsolidated joint ventures
 
(3,082
)
 
827

 
(1,397
)
 
2,470

 
 General and administrative expense (2)
 
(9,555
)
 
(8,034
)
 
(30,041
)
 
(26,089
)
 
 Discontinued operations excluding gain on property dispositions
 
347

 
(1,379
)
 
(2,982
)
 
(7,993
)
 
 Income taxes (2)
 
(270
)
 
(325
)
 
(465
)
 
(814
)
 
 Other
 
(2,014
)
 
(1,967
)
 
(5,357
)
 
(3,807
)
Income from continuing operations
 
$
31,785

 
$
36,207

 
$
101,693

 
$
106,750


(1)
Includes interest on discontinued operations.
(2)
Excludes costs which are included in determining segment-level net operating income.

During the nine months ended September 30, 2012, the Company realized proceeds of $220.4 million from the sale of 56 operating properties and 107 acres of land. The Company's total assets by reportable segment as of September 30, 2012 and December 31, 2011 are as follows (in thousands):


21

 
 
September 30, 2012
 
December 31, 2011
Total assets
 
 
 
 
 Northeast - Southeastern PA
$
840,217

 
$
842,779

 
 Northeast - Lehigh / Central PA
785,673

 
716,772

 
 Northeast - Other
382,333

 
424,005

 
 Central
955,192

 
991,776

 
 South
1,359,110

 
1,448,849

 
 Metro
471,893

 
383,725

 
 United Kingdom
140,153

 
144,558

 
 Other
21,794

 
37,209

Total assets
$
4,956,365

 
$
4,989,673



Note 7: Accounting for the Impairment or Disposal of Long-Lived Assets
The operating results and gain/(loss) on disposition of real estate for properties sold and held for sale are reflected in the consolidated statements of income as discontinued operations. Prior period financial statements have been adjusted for discontinued operations. There were no proceeds from dispositions of operating properties for the three months ended September 30, 2012 and $210.8 million for the nine months ended September 30, 2012 as compared to $70.6 million and $340.2 million, respectively, for the same periods in 2011.
Below is a summary of the results of operations for the properties held for sale and disposed of through the respective disposition dates (in thousands):
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30, 2012
 
September 30, 2011
 
September 30, 2012
 
September 30, 2011
Revenues
$
635

 
$
11,915

 
$
12,156

 
$
51,978

Operating expenses
(260
)
 
(5,446
)
 
(5,373
)
 
(22,738
)
Interest and other income
4

 
43

 
35

 
196

Interest expense
(601
)
 
(2,353
)
 
(3,228
)
 
(9,700
)
Depreciation and amortization
(125
)
 
(2,780
)
 
(608
)
 
(11,743
)
(Loss) income before (loss) gain on property dispositions
(347
)
 
1,379

 
2,982

 
7,993

(Loss) gain on property dispositions
(1,540
)
 
4,095

 
2,505

 
54,722

(Loss) income from discontinued operations
$
(1,887
)
 
$
5,474

 
$
5,487

 
$
62,715


Two properties totaling 257,000 square feet in the Company’s Northeast - Southeastern PA reportable segment were considered held for sale as of September 30, 2012. One of these properties was sold subsequent to September 30, 2012 for proceeds of $14.5 million.
Interest expense is allocated to discontinued operations. The allocation of interest expense to discontinued operations was based on the ratio of net assets sold and held for sale (without continuing involvement) to the sum of total net assets plus consolidated debt.
Asset Impairment
During the three months ended September 30, 2012, the Company recognized $1.7 million in impairment charges in the Company's Northeast - Southeastern PA reportable segment. During the nine months ended September 30, 2012, the Company recognized $2.3 million primarily related to the Company's Northeast - Southeastern PA and Central reportable segments and are included in discontinued operations in the Company’s consolidated statements of income. The Company determined these impairments through a comparison of the aggregate future cash flows (including quoted offer prices, a Level I input according to the fair value hierarchy established in ASC 820) to be generated by the property to the carrying value of the properties. The Company has evaluated each of the properties and land held for development and has determined that there are no additional valuation adjustments necessary at September 30, 2012. During the three months ended September 30, 2011, the Company recognized no impairment charges.

22

During the nine months ended September 30, 2011, the Company recognized impairment charges of $4.7 million related to properties in the Central reportable segment. These impairments are included in discontinued operations in the Company's consolidated statements of income.
Note 8: Noncontrolling Interests of the Trust
Noncontrolling interests in the accompanying financial statements represent the interests of the common and preferred units in the Operating Partnership not held by the Trust. In addition, noncontrolling interests include third-party ownership interests in consolidated joint venture investments.
Common units
The common units outstanding of the Operating Partnership not held by the Trust as of September 30, 2012 have the same economic characteristics as common shares of the Trust. The 3,736,746 outstanding common units of the Operating Partnership not held by the Trust share proportionately in the net income or loss and in any distributions of the Operating Partnership. The common units of the Operating Partnership not held by the Trust are redeemable at any time at the option of the holder. The Trust, as the sole general partner of the Operating Partnership, may at its option elect to settle the redemption in cash or through the exchange on a one-for-one basis with unregistered common shares of the Trust. The market value of the 3,736,746 outstanding common units based on the closing price of the common shares of the Company at September 30, 2012 was $135.4 million.
Preferred units
The Trust had outstanding the following cumulative redeemable preferred units of the Operating Partnership (the “Equity Preferred Units”) as of September 30, 2012:
 
ISSUE
 
AMOUNT
 
UNITS
 
LIQUIDATION
PREFERENCE
 
DIVIDEND
RATE
 
REDEEMABLE
AS OF
 
EXCHANGEABLE AFTER
 
 
(in 000’s)
 
 
 
 
 
 
 
 
Series E
 
$
20,000

 
400

 

$50

 
7.00
%
 
6/16/2010
 
6/16/15 into Series E Cumulative Redeemable Preferred Shares of the Trust
Series F
 
$
17,500

 
350

 

$50

 
6.65
%
 
6/30/2010
 
12/12/15 into Series F Cumulative Redeemable Preferred Shares of the Trust
Series G
 
$
27,000

 
540

 

$50

 
6.70
%
 
12/15/2011
 
12/15/16 into Series G Cumulative Redeemable Preferred Shares of the Trust

The Equity Preferred Units are callable at the Operating Partnership’s option after a stated period of time. The Trust as the sole general partner of the Operating Partnership may at its option elect to settle the redemption for cash or through the exchange on a one-for-one basis with unregistered preferred shares of the Trust.
During the nine months ended September 30, 2012, the Company redeemed $32.5 million of outstanding 6.65% Series F Cumulative Redeemable Preferred Units for $26.0 million. Also, the Company redeemed $95.0 million of outstanding 7.45% Series B Cumulative Redeemable Preferred Units and $100.0 million of outstanding 7.40% Series H Cumulative Redeemable Preferred Units at par. In connection with these redemptions, during the nine months ended September 30, 2012, the Company recognized a $3.7 million net gain relating to the excess of preferred unit carrying amount over redemption price net of certain costs. These amounts are included in Noncontrolling interest - Operating Partnership in the Trust's consolidated statements of income.


23

Note 9: Limited Partners' Equity of the Operating Partnership

Common units

General and limited partners' equity - common units relates to limited partnership interests of the Operating Partnership issued in connection with the formation of the Operating Partnership and certain subsequent acquisitions. The common units outstanding as of September 30, 2012 have the same economic characteristics as common shares of the Trust. The 3,736,746 outstanding common units are the limited partners' equity - common units held by persons and entities other than the Trust, the general partner of the Operating Partnership, which holds a number of common units equal to the number of outstanding common shares of beneficial interest. Both the common units held by the Trust and the common units held by persons and entities other than the Trust are counted in the weighted average number of common units outstanding during any given period. The common units share proportionately in the net income or loss and in any distributions of the Operating Partnership and are exchangeable into the same number of common shares of the Trust. The market value of the 3,736,746 outstanding common units at September 30, 2012 based on the closing price of the common shares of the Company at September 30, 2012 was $135.4 million.

Preferred units

The following are the Equity Preferred Units as of September 30, 2012:

ISSUE
 
AMOUNT
 
UNITS
 
LIQUIDATION
PREFERENCE
 
DIVIDEND
RATE
 
REDEEMABLE
AS OF
 
EXCHANGEABLE AFTER
 
 
(in 000's)
 
 
 
 
 
 
 
 
Series E
 
$
20,000

 
400

 

$50

 
7.00
%
 
6/16/2010
 
6/16/15 into Series E Cumulative Redeemable Preferred Shares of the Trust
Series F
 
$
17,500

 
350

 

$50

 
6.65
%
 
6/30/2010
 
12/12/15 into Series F Cumulative Redeemable Preferred Shares of the Trust
Series G
 
$
27,000

 
540

 

$50

 
6.70
%
 
12/15/2011
 
12/15/16 into Series G Cumulative Redeemable Preferred Shares of the Trust

The Equity Preferred Units are callable at the Operating Partnership's option after a stated period of time. The Trust as the sole general partner of the Operating Partnership may at its option elect to settle the redemption for cash or through the exchange on a one-for-one basis with unregistered preferred shares of the Trust.
During the nine months ended September 30, 2012, the Company redeemed $32.5 million of outstanding 6.65% Series F Cumulative Redeemable Preferred Units for $26.0 million. Also, the Company redeemed $95.0 million of outstanding 7.45% Series B Cumulative Redeemable Preferred Units and $100.0 million of outstanding 7.40% Series H Cumulative Redeemable Preferred Units at par. In connection with these redemptions, during the nine months ended September 30, 2012, the Company recognized a $3.7 million net gain relating to the excess of preferred unit carrying amount over redemption price net of certain costs.

Note 10: Noncontrolling Interest - Operating Partnership/Limited Partners' Equity - Preferred Units
As of September 30, 2012, the following cumulative preferred units of the Operating Partnership were outstanding:

ISSUE
 
AMOUNT
 
UNITS
 
LIQUIDATION
PREFERENCE
 
DIVIDEND
RATE
 
 
(in 000’s)
 
 
 
 
Series I-2
 
$
7,537

 
301

 
$25
 
6.25
%
The preferred units are callable at the holder's option at any time and are callable at the Operating Partnership's option after a stated period of time for cash.






24

Note 11: Investments in Unconsolidated Joint Ventures

Blythe Valley JV Sarl

The Company has a 20% interest in Blythe Valley JV Sarl (the "joint venture"), an entity engaged in the ownership of office properties in the West Midlands, United Kingdom. The joint venture is part of the Company's United Kingdom reporting segment. During the three months ended September 30, 2012 the joint venture recorded an impairment charge, the Company's share of which was sufficient to bring the Company's investment in the joint venture to zero. The Company's share of this impairment charge was $4.5 million and is reflected in equity in (loss) earnings of unconsolidated joint ventures in the Company's consolidated statements of operations.


Note 12: Indebtedness

Mortgage Loans

During the nine months ended September 30, 2012, the Company used proceeds from its unsecured credit facility together with available cash on hand to repay mortgage loans totaling $24.4 million bearing interest at an average rate of 7.47%.

During the nine months ended September 30, 2012, the Company closed on a mortgage with $45.0 million of available funds bearing interest at 4.84%. As of September 30, 2012, there was $27.5 million outstanding on this loan. The net proceeds from this mortgage were used for construction costs on a property under development.

Unsecured Notes

During the nine months ended September 30, 2012 the Company used proceeds from its unsecured credit facility together with available cash on hand to repay $230.1 million of 10-year, 6.375% senior unsecured notes due August 2012.

During the nine months ended September 30, 2012, the Company issued $400 million of 4.125% senior unsecured notes due 2022. The net proceeds from this issuance were used to repay borrowings under the Company's unsecured credit facility and for general corporate purposes.

Note 13: Disclosure of Fair Value of Financial Instruments
The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the following estimates are not necessarily indicative of the amounts the Company could have realized on disposition of the financial instruments at September 30, 2012 and December 31, 2011. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued interest, dividend and distributions payable and other liabilities are reasonable estimates of fair value because of the short-term nature of these instruments. The carrying value of the Company's credit facility is also a reasonable estimate of fair value because interest rates float at a rate based on LIBOR.
The Company used a discounted cash flow model to determine the estimated fair value of its debt as of September 30, 2012.  This is a Level 3 fair value calculation. The inputs used in preparing the discounted cash flow model include actual maturity dates and scheduled cash flows as well as estimates for market value discount rates.  The Company updates the discounted cash flow model on a quarterly basis to reflect any changes in the Company's debt holdings and changes to discount rate assumptions.  
The only significant unobservable input in the discounted cash flow model is the discount rate.  For the fair value of the Company's unsecured notes, the Company uses a discount rate based on the indicative new issue pricing provided by lenders.  For the Company's mortgage loans, the Company uses an estimate based on its knowledge of the mortgage market. The weighted average discount rate for the combined unsecured notes and mortgage loans used as of September 30, 2012 was approximately 3.09% compared to 3.87% at December 31, 2011. An increase in the discount rate used in the discounted cash flow model would result in a decrease to the fair value of the Company's long-term debt.  A decrease in the discount rate used in the discounted cash flow model would result in an increase to the fair value of the Company's long-term debt.


25

The following summarizes the changes in the fair value of the Company's long-term debt from December 31, 2011 to September 30, 2012 (in thousands):
 
 
Carrying Value
 
Fair Value
 
Fair Value Above (Below) Carrying Value
Long-term debt at December 31, 2011 (1)
 
$
2,083,462

 
$
2,215,219

 
$
131,757

 
 
 
 
 
 
 
Payoffs and amortization of long-term debt (1)
 
(258,203
)
 
(258,203
)
 
 
New long-term debt (1)
 
427,481

 
427,481

 
 
Changes in fair value assumptions (1)
 
 
 
103,044

 
103,044

 
 
 
 
 
 
 
Long-term debt at September 30, 2012 (1)
 
$
2,252,740

 
$
2,487,541

 
$
234,801

(1) Does not include the Company's credit facility.
Note 14: Commitments and Contingencies
Environmental Matters
Substantially all of the Properties and land were subject to Phase I Environmental Assessments and when appropriate Phase II Environmental Assessments (collectively, the “Environmental Assessments”) obtained in contemplation of their acquisition by the Company. The Environmental Assessments did not reveal, nor is the Company aware of, any non-compliance with environmental laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company.
Operating Ground Lease Agreements
Future minimum rental payments under the terms of all non-cancelable operating ground leases under which the Company is the lessee, as of September 30, 2012, were as follows (in thousands):
 
Year
 
Amount
2012
 
$
38

2013
 
163

2014
 
158

2015
 
153

2016
 
153

2017 through 2054
 
5,237

Total
 
$
5,902


Operating ground lease expense during the three and nine months ended September 30, 2012 were $41,000 and $121,000, respectively, as compared to $50,000 and $192,000, respectively, for the same periods in 2011.
Legal Matters
From time to time, the Company is a party to a variety of legal proceedings, claims and assessments arising in the normal course of business. The Company believes that as of September 30, 2012 there were no legal proceedings, claims or assessments expected to have a material adverse effect on the Company’s business or financial statements.
Other
As of September 30, 2012, the Company had miscellaneous guarantees related to its unconsolidated joint ventures for up to a maximum of $118,000.
As of September 30, 2012, the Company had letter of credit obligations of $5.5 million related to development requirements. The Company believes that it is remote that there will be a draw upon these letter of credit obligations.
As of September 30, 2012, the Company had 14 buildings under development. These buildings are expected to contain a total of

26

3.6 million square feet of leasable space and represent an anticipated aggregate investment of $349.1 million. At September 30, 2012, development in progress totaled $249.1 million. In addition, as of September 30, 2012, the Company invested $6.9 million in deferred leasing costs related to these development buildings.
As of September 30, 2012, the Company was committed to $6.1 million in improvements on certain buildings and land parcels.
As of September 30, 2012, the Company was obligated to pay for tenant improvements not yet completed for a maximum of $12.6 million.
The Company maintains cash and cash equivalents at financial institutions. The combined account balances at each institution typically exceed FDIC insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes the risk is not significant.
Note 15: Supplemental Disclosure to Statements of Cash Flows
The following are supplemental disclosures to the statements of cash flows for the nine months ended September 30, 2012 and 2011 (amounts in thousands):
 
 
2012
 
2011
 Write-off of fully depreciated property and deferred costs
$
27,020

 
$
12,364

 Write-off of depreciated property and deferred costs due to sale
$
95,093

 
$
107,456

 Write-off of origination costs relating to preferred unit redemptions
$
2,806

 
$
—


Amounts paid in cash for deferred leasing costs incurred in connection with signed leases with tenants are paid in conjunction with improving (acquiring) property, plant and equipment. Such costs are not contained within net real estate. However, they are integral to the completion of a tenant lease and ultimately are related to the improvement and thus the value of the Company’s property, plant and equipment. They are therefore included in investing activities in the Company’s statements of cash flows.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
Liberty Property Trust (the “Trust”) is a self-administered and self-managed Maryland real estate investment trust (“REIT”). Substantially all of the Trust’s assets are owned directly or indirectly, and substantially all of the Trust’s operations are conducted directly or indirectly, by its subsidiary, Liberty Property Limited Partnership, a Pennsylvania limited partnership (the “Operating Partnership” and, collectively with the Trust and their consolidated subsidiaries, the “Company”).
The Company operates primarily in the Mid-Atlantic, Southeastern, Midwestern and Southwestern United States. Additionally, the Company owns certain assets in the United Kingdom.
As of September 30, 2012, the Company owned and operated 318 industrial and 239 office properties (the “Wholly Owned Properties in Operation”) totaling 63.7 million square feet. In addition, as of September 30, 2012, the Company owned 14 properties under development, which when completed are expected to comprise 3.6 million square feet (the “Wholly Owned Properties under Development”) and 1,431 acres of developable land, substantially all of which is zoned for commercial use. Additionally, as of September 30, 2012, the Company had an ownership interest, through unconsolidated joint ventures, in 47 industrial and 49 office properties totaling 14.2 million square feet (the “JV Properties in Operation” and, together with the Wholly Owned Properties in Operation, the “Properties in Operation”). The Company also has an ownership interest through unconsolidated joint ventures in 615 acres of developable land, substantially all of which is zoned for commercial use. The Company refers to the Wholly Owned Properties under Development and the Properties in Operation collectively as the "Properties."
The Company focuses on creating value for shareholders and increasing profitability and cash flow. With respect to its Properties in Operation, the Company endeavors to maintain high occupancy levels while maximizing rental rates and controlling costs. The Company pursues development opportunities that it believes will create value and yield acceptable returns. The Company also acquires properties that it believes will create long-term value, and disposes of properties that no longer fit within the Company’s strategic objectives or in situations where it can optimize cash proceeds. In the foreseeable future, the Company expects its strategy with respect to product and market selection to favor industrial and metro-office properties and markets with strong demographic and economic fundamentals.
The Company’s operating results depend primarily upon income from rental operations and are substantially influenced by rental demand for the Properties in Operation. The economic disruption which commenced in 2008 persists to some extent. Its manifestations create uncertainties with respect to business planning generally. This uncertainty can have an adverse effect on

27

our business to the extent that it can delay tenant business decisions or influence tenant decisions regarding expansion. Rental demand for the Properties in Operation remained relatively flat for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011. During the three months ended September 30, 2012, the Company successfully leased 3.8 million square feet and, as of that date, attained occupancy of 91.9% for the Wholly Owned Properties in Operation and 91.4% for the JV Properties in Operation for a combined occupancy of 91.8% for the Properties in Operation. During the three months ended September 30, 2012, straight line rents on renewal and replacement leases were on average 8.6% lower than rents on expiring leases. At December 31, 2011, occupancy for the Wholly Owned Properties in Operation was 91.9% and for the JV Properties in Operation was 88.7% for a combined occupancy for the Properties in Operation of 91.3%.
Consistent with its strategy, the Company has been an active seller of suburban office properties and it has acquired or commenced development of industrial and metro-office properties. The Company anticipates that the foregoing activity will result in a decline in net cash provided by operating activities until sufficient acquisition properties are acquired and stabilized and the development properties are completed and leased. Although the Company anticipates that its investment focus for the remainder of 2012 will be more on acquisitions than dispositions, the Company anticipates that, for 2012 in the aggregate, the net cash provided by operating activities, less customary capital expenditures and leasing transaction costs, will be approximately $5 million less than dividend distributions. Additionally, to the extent that the Company is replacing the income previously provided by the suburban office properties with industrial properties, the Company must acquire a substantial volume of the industrial properties because they yield a lower rent per square foot than office properties. The market for industrial properties of the type the Company seeks to acquire is very competitive. The Company will continue to evaluate these circumstances in light of its dividend distribution policy.
WHOLLY OWNED CAPITAL ACTIVITY
Acquisitions
During the three months ended September 30, 2012, the Company acquired one property for a Total Investment of $9.9 million. This property, which contains 232,000 square feet of leasable space, was 17.6% leased as of September 30, 2012. During the nine months ended September 30, 2012, the Company acquired five properties for a Total Investment of $43.1 million. These properties, which contain 835,000 square feet of leasable space, were 46.8% leased as of September 30, 2012. For 2012, the Company anticipates that wholly owned property acquisitions will range from $100 million to $300 million and believes that certain of its acquired properties will be either vacant or partially leased.

Dispositions
Disposition activity allows the Company to, among other things, (1) reduce its holdings in certain markets and product types within a market consistent with the Company's strategy; (2) lower the average age of the portfolio; (3) optimize the cash proceeds from the sale of certain assets; and (4) obtain funds for investment activities. During the three months ended September 30, 2012, the Company realized proceeds of $2.7 million from the sale of 49 acres of land. During the nine months ended September 30, 2012, the Company realized proceeds of $220.4 million from the sale of 56 operating properties representing 2.8 million square feet and 107 acres of land. Although the Company originally anticipated that during 2012 wholly owned property dispositions would range from $250 million to $350 million, it is unlikely that it will reach the lower end of this range.
Development
During the three months ended September 30, 2012, the Company brought into service two Wholly Owned Properties under Development representing 282,000 square feet and a Total Investment of $15.7 million. During the nine months ended September 30, 2012, the Company brought into service three Wholly Owned Properties under Development representing 410,000 square feet and a Total Investment of $22.2 million. During the three months ended September 30, 2012, the Company initiated three Wholly Owned Properties under Development with a projected Total Investment of $55.5 million. During the nine months ended September 30, 2012, the Company initiated seven Wholly Owned Properties under Development with a projected Total Investment of $86.4 million. As of September 30, 2012, the Company had 14 Wholly Owned Properties under Development with a projected Total Investment of $349.1 million. For 2012, the Company anticipates that wholly owned development deliveries will total between $30 million and $70 million. Although the Company originally anticipated that during 2012 it would commence development on properties with an expected aggregate Total Investment in a range from $200 million to $300 million, it is unlikely that it will reach the lower end of this range.
“Total Investment” for a property is defined as the property’s purchase price plus closing costs (in the case of acquisitions if vacant) and management’s estimate, as determined at the time of acquisition, of the cost of necessary building improvements in the case of acquisitions, or land costs and land and building improvement costs in the case of development projects, and, where appropriate, other development costs and carrying costs.


28

UNCONSOLIDATED JOINT VENTURE CAPITAL ACTIVITY
The Company periodically enters into unconsolidated joint venture relationships in connection with the execution of its real estate operating strategy.
Acquisitions
During the three and nine months September 30, 2012, none of the unconsolidated joint ventures in which the Company held an interest acquired any properties. The Company does not anticipate that any unconsolidated joint ventures in which the Company holds an interest will acquire any properties in 2012.
Dispositions
During the three and nine months ended September 30, 2012, none of the unconsolidated joint ventures in which the Company held an interest sold any properties. The Company does not anticipate that any unconsolidated joint ventures in which the Company holds an interest will dispose of any properties in 2012.
Development
During the three and nine months ended September 30, 2012, none of the unconsolidated joint ventures in which the Company held an interest brought any properties into service or began any development activities. As of September 30, 2012, the Company has no unconsolidated joint venture properties under development. The Company does not anticipate that any unconsolidated joint ventures in which the Company holds an interest will bring any development properties into service or begin any development activities in 2012.


29

PROPERTIES IN OPERATION
The composition of the Company’s Properties in Operation as of September 30, 2012 and 2011 was as follows (square feet in thousands):

 
Net Rent
Per Square Foot(1)
 
Straight Line Rent and Operating Expense Reimbursement Per Square Foot(2)
 
Total Square Feet
 
Percent Occupied
 
September 30,
 
September 30,
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Wholly Owned Properties in Operation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Industrial-Distribution
$
4.49

 
$
4.38

 
$
5.84

 
$
5.70

 
35,948

 
34,007

 
94.3
%
 
90.7
%
Industrial-Flex
$
8.96

 
$
9.07

 
$
13.00

 
$
13.09

 
9,072

 
9,973

 
89.3
%
 
89.0
%
Office
$
14.75

 
$
14.30

 
$
22.59

 
$
22.02

 
18,648

 
20,156

 
88.5
%
 
90.2
%
 
$
8.00

 
$
8.21

 
$
11.55

 
$
11.96

 
63,668

 
64,136

 
91.9
%
 
90.3
%
JV Properties in Operation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Industrial-Distribution
$
3.81

 
$
3.74

 
$
5.41

 
$
5.55

 
9,270

 
9,269

 
90.8
%
 
87.5
%
Industrial-Flex
$
25.78

 
$
24.91

 
$
28.58

 
$
25.44

 
171

 
171

 
91.2
%
 
81.9
%
Office
$
24.02

 
$
24.07

 
$
34.79

 
$
34.57

 
4,721

 
4,724

 
92.5
%
 
89.9
%
 
$
10.90

 
$
10.88

 
$
15.60

 
$
15.64

 
14,162

 
14,164

 
91.4
%
 
88.3
%
Properties in Operation:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Industrial-Distribution
$
4.35

 
$
4.25

 
$
5.76

 
$
5.67

 
45,218

 
43,276

 
93.6
%
 
90.0
%
Industrial-Flex
$
9.28

 
$
9.32

 
$
13.30

 
$
13.28

 
9,243

 
10,144

 
89.4
%
 
88.9
%
Office
$
16.69

 
$
16.15

 
$
25.14

 
$
24.40

 
23,369

 
24,880

 
89.3
%
 
90.2
%
 
$
8.53

 
$
8.69

 
$
12.29

 
$
12.61

 
77,830

 
78,300

 
91.8
%
 
89.9
%

(1) Net rent represents the contractual rent per square foot at September 30, 2012 or 2011 for tenants in occupancy. Net rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant at September 30, 2012 or 2011 was within a free rent period its rent would equal zero for the purposes of this metric.
(2) Straight line rent and operating expense reimbursement represents the straight line rent including operating expense recoveries per square foot at September 30, 2012 or 2011 for tenants in occupancy.

Geographic segment data for the three and nine months ended September 30, 2012 and 2011 are included in Note 6 to the Company’s financial statements.
Forward-Looking Statements
When used throughout this report, the words “believes,” “anticipates,” “estimates” and “expects” and similar expressions are intended to identify forward-looking statements. Such statements indicate that assumptions have been used that are subject to a number of risks and uncertainties that could cause actual financial results or management plans and objectives to differ materially from those projected or expressed herein, including: the effect of global, national and regional economic conditions; rental demand; the Company’s ability to identify, and enter into agreements with suitable joint venture partners in situations where it believes such arrangements are advantageous; the Company’s ability to identify and secure additional properties and sites, both for itself and the joint ventures to which it is a party, that meet its criteria for acquisition or development; the effect of prevailing market interest rates; risks related to the integration of the operations of entities that we have acquired or may acquire; risks related to litigation; and other risks described from time to time in the Company’s filings with the SEC. Given these uncertainties, readers are cautioned not to place undue reliance on such statements.
Critical Accounting Policies and Estimates
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of critical accounting policies which include capitalized costs, revenue recognition, allowance for doubtful accounts, impairment of real estate, intangibles and investments in unconsolidated joint ventures. During the nine months ended September 30, 2012, there were no material changes to these policies.

30

Results of Operations
The following discussion is based on the consolidated financial statements of the Company. It compares the results of operations of the Company for the three and nine months ended September 30, 2012 with the results of operations of the Company for the three and nine months ended September 30, 2011. As a result of the varying levels of development, acquisition and disposition activities by the Company in 2012 and 2011, the overall operating results of the Company during such periods are not directly comparable. However, certain data, including the Same Store comparison, do lend themselves to direct comparison.

This information should be read in conjunction with the accompanying consolidated financial statements and notes included elsewhere in this report.
Comparison of Three and Nine Months Ended September 30, 2012 to Three and Nine Months Ended September 30, 2011
Overview
The Company’s average gross investment in operating real estate owned for the three months ended September 30, 2012 increased to $5,005.2 million from $4,457.5 million for the three months ended September 30, 2011. For the nine months ended September 30, 2012, the Company's average gross investment in operating real estate owned increased to $4,832.0 million from $4,406.5 million for the nine months ended September 30, 2011.These increases in operating real estate resulted in increases in rental revenue, operating expense reimbursement, rental property expenses, real estate taxes and depreciation and amortization expense. Rental property expense includes utilities, insurance, janitorial, landscaping, snow removal and other costs necessary to maintain a property.
Total operating revenue increased to $171.7 million for the three months ended September 30, 2012 from $165.2 million for the three months ended September 30, 2011. The $6.5 million increase was primarily due to an increase in rental income, which was primarily due to the increase in average gross investment in operating real estate. This increase was partially offset by a decrease in termination fees, which totaled $550,000 for the three months ended September 30, 2012 compared to $664,000 for the same period in 2011. Total operating revenue increased to $509.3 million for the nine months ended September 30, 2012 from $494.5 million for the nine months ended September 30, 2011. The $14.8 million increase was primarily due to an increase in rental income, which was primarily due to the increase in average gross investment in operating real estate as well as an increase in termination fees, which totaled $2.8 million for the nine months ended September 30, 2012 as compared to $2.5 million for the same period in 2011.
Most of the increase in investment in operating real estate has been through the acquisition and development of industrial properties and the sale of suburban office properties.  Typically, rental rates and reimbursements for operating expenses for industrial real estate are lower as compared to suburban office real estate.
Termination fees are fees that the Company agrees to accept in consideration for permitting certain tenants to terminate their leases prior to the contractual expiration date. Termination fees are included in rental revenue and if a property is sold, related termination fees are included in discontinued operations. See “Other” below.
Segments
The Company evaluates the performance of the Wholly Owned Properties in Operation in terms of net operating income by reportable segment (see Note 6 to the Company’s financial statements for a reconciliation of this measure to income from continuing operations). The following table identifies changes to net operating income in reportable segments (dollars in thousands):
 

31

 
Three Months Ended
 
Percentage Increase (Decrease)
 
Nine Months Ended
 
Percentage Increase (Decrease)
 
 
September 30,
 
 
September 30,
 
 
 
2012
 
2011
 
 
2012
 
2011
 
 
Northeast
 
 
 
 
 
 
 
 
 
 
 
 
– Southeastern PA
$
24,880

 
$
25,602

 
(2.8
%)
 
$
74,864

 
$
76,697

 
(2.4
%)
 
– Lehigh/Central PA
16,578

 
15,119

 
9.7
%
 
49,331

 
48,985

 
0.7
%
 
– Other
7,640

 
8,478

 
(9.9
%)
 
24,373

 
26,736

 
(8.8
%)
 
Central
15,432

 
16,650

 
(7.3
%)
 
48,723

 
51,512

 
(5.4
%)
 
South
30,870

 
32,264

 
(4.3
%)
 
94,840

 
100,356

 
(5.5
%)
 
Metro
5,845

 
4,496

 
30.0
%
(1
)
17,460

 
15,497

 
12.7
%
(1
)
United Kingdom
171

 
19

 
800.0
%
 
(178
)
 
(265
)
 
(32.8
%)
 
Segment-level net operating income
$
101,416

 
$
102,628

 
(1.2
%)
 
$
309,413

 
$
319,518

 
(3.2
%)
 

(1) The increase is primarily due to an increase in average gross investment in operating real estate.

Same Store
Property level operating income, exclusive of termination fees, for the Same Store properties decreased to $112.3 million for the three months ended September 30, 2012 compared to $112.6 million for the three months ended September 30, 2011 on a straight line basis (which recognizes rental revenue evenly over the life of the lease), and increased to $111.3 million for the three months ended September 30, 2012 compared to $110.9 million for the three months ended September 30, 2011 on a cash basis. Property level operating income, exclusive of Termination Fees, for the Same Store properties decreased to $338.3 million for the nine months ended September 30, 2012 from $340.5 million for the nine months ended September 30, 2011, on a straight line basis, and decreased to $335.5 million for the nine months ended September 30, 2012 from $335.6 million for the nine months ended September 30, 2011 on a cash basis.
The same store results were affected by decreases in cash and straight line rental rates and a decrease in occupancy in the Company's office properties. Additionally, for the nine months ended September 30, 2012, same store results were also affected by one-time reductions in certain operating expenses that did not recur during the same period in 2012. The following details the Same Store occupancy and rental rates for the respective periods:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2012
 
2011
 
2012
 
2011
Average occupancy %
93.0
%
 
92.1
%
 
92.8
%
 
91.4
%
Average rental rate - cash basis (1)
$
8.28

 
$
8.36

 
$
8.31

 
$
8.38

Average rental rate - straight line basis (2)
$
11.97

 
$
11.89

 
$
12.00

 
$
12.02

(1) Represents the average contractual rent per square foot for the three or nine months ended September 30, 2012 for tenants in occupancy in Same Store properties. Net rent does not include the tenant's obligation to pay property operating expenses and real estate taxes. If a tenant was within a free rent period its rent would equal zero for purposes of this metric.
(2) Straight line rent and operating expense reimbursement represents the average straight line rent including operating expense recoveries per square foot for the three or nine months ended September 30, 2012 or 2011 for tenants in occupancy.
Management generally considers the performance of the Same Store properties to be a useful financial performance measure because the results are directly comparable from period to period. Management further believes that the performance comparison should exclude termination fees since they are more event-specific and are not representative of ordinary performance results. In addition, Same Store property level operating income and Same Store cash basis property level operating income exclusive of termination fees is considered by management to be a more reliable indicator of the portfolio’s baseline performance. The Same Store properties consist of the 528 properties totaling approximately 58.2 million square feet owned on January 1, 2011. Acquisitions and completed development during the year ended December 31, 2011 and the nine months ended September 30, 2012 are excluded from the Same Store properties. Acquisitions and completed development are included in Same Store when they have been purchased in the case of acquisitions, and are stabilized in the case of completed development, prior to the beginning of the earliest period presented in the comparison. The 62 properties sold during 2011 and the 56 properties sold during the nine months ended September 30, 2012 are also excluded.


32

Set forth below is a schedule comparing the property level operating income, on a straight line basis and on a cash basis, for the Same Store properties for the three and nine months ended September 30, 2012 and 2011. Same Store property level operating income and cash basis property level operating income are non-GAAP measures and do not represent income before property dispositions, income taxes and equity in earnings of unconsolidated joint ventures because they do not reflect the consolidated operations of the Company. Investors should review Same Store results, along with Funds from operations (see “Liquidity and Capital Resources” below), GAAP net income and cash flow from operating activities, investing activities and financing activities when considering the Company’s operating performance. Also set forth below is a reconciliation of Same Store property level operating income and cash basis property level operating income to net income (in thousands).

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
 
September 30, 2012
 
September 30, 2011
Same Store:
 
 
 
 
 
 
 
Rental revenue
$
114,032

 
$
114,584

 
$
341,591

 
$
343,261

Operating expenses:
 
 
 
 
 
 
 
Rental property expense
34,088

 
32,343

 
94,957

 
94,435

Real estate taxes
18,595

 
18,989

 
56,542

 
57,118

Operating expense recovery
(50,926
)
 
(49,326
)
 
(148,233
)
 
(148,819
)
Unrecovered operating expenses
1,757

 
2,006

 
3,266

 
2,734

Property level operating income
112,275

 
112,578

 
338,325

 
340,527

Less straight line rent
1,018

 
1,675

 
2,852

 
4,940

Cash basis property level operating income
$
111,257

 
$
110,903

 
$
335,473

 
$
335,587

Reconciliation of non-GAAP financial measure – Same Store:
 
 
 
 
 
 
 
Cash basis property level operating income
$
111,257

 
$
110,903

 
$
335,473

 
$
335,587

Straight line rent
1,018

 
1,675

 
2,852

 
4,940

Property level operating income
112,275

 
112,578

 
338,325

 
340,527

Property level operating income - properties purchased or developed subsequent to January 1, 2011
3,666

 
152

 
9,887

 
649

Less: Property level operating income – properties held for sale at September 30, 2012
308

 
167

 
946

 
515

Termination fees
550

 
664

 
2,790

 
2,543

General and administrative expense
(14,621
)
 
(13,617
)
 
(46,444
)
 
(42,819
)
Depreciation and amortization expense
(40,929
)
 
(38,922
)
 
(122,705
)
 
(116,247
)
Other income (expense)
(28,062
)
 
(27,184
)
 
(81,923
)
 
(83,280
)
Gain on property dispositions
2,001

 
1,898

 
2,859

 
3,361

Income taxes
(321
)
 
(356
)
 
(645
)
 
(969
)
Equity in (loss) earnings of unconsolidated joint ventures
(3,082
)
 
827

 
(1,397
)
 
2,470

Discontinued operations (1)
(1,887
)
 
5,474

 
5,487

 
62,715

Net income
$
29,898

 
$
41,681

 
$
107,180

 
$
169,465

 
(1)
Includes Termination Fees of $0 and $644,000 for the three and nine months ended September 30, 2012, respectively, and $406,000 and $435,000 for the three and nine months ended September 30, 2011, respectively.
General and Administrative
General and administrative expenses increased to $14.6 million for the three months ended September 30, 2012 compared to $13.6 million for the three months ended September 30, 2011 and increased to $46.4 million for the nine months ended September 30, 2012 compared to $42.8 million for the nine months ended September 30, 2011. These increases were primarily due to increases in compensation and costs associated with operating initiatives. General and administrative expenses include salaries, wages and incentive compensation for general and administrative staff along with related costs, consulting, marketing, public company expenses, costs associated with the acquisition of properties and other general and administrative costs.

33

Depreciation and Amortization
Depreciation and amortization increased to $40.9 million for the three months ended September 30, 2012 from $38.9 million for the three months ended September 30, 2011 and increased to $122.7 million for the nine months ended September 30, 2012 from $116.2 million for the nine months ended September 30, 2011. These increases were primarily due to the increased investment in operating real estate.

Interest Expense
Interest expense increased to $30.7 million for the three months ended September 30, 2012 from $29.2 million for the three months ended September 30, 2011. The increase was primarily due to the increase in the average debt outstanding to $2,438.3 million for the three months ended September 30, 2012 from $2,102.1 million for the three months ended September 30, 2011. This increase was partially offset by a decrease in the weighted average interest rate to 5.4% for the three months ended September 30, 2012 from 5.8% for the three months ended September 30, 2011 as well as an increase in interest capitalized during the three months ended September 30, 2012 due to an increase in development activity. Interest expense decreased to $89.9 million for the nine months ended September 30, 2012 from $90.2 million for the nine months ended September 30, 2011. This decrease was primarily related to a decrease in the weighted average interest rate to 5.4% for the nine months ended September 30, 2012 from 5.8% for the nine months ended September 30, 2011 as well as an increase in interest capitalized during the nine months ended September 30, 2012 due to an increase in development activity. These decreases were partially offset by an increase in the average debt outstanding to $2,367.0 million for the nine months ended September 30, 2012 from $2,213.0 million for the nine months ended September 30, 2011.
Interest expense allocated to discontinued operations for the three months ended September 30, 2012 and 2011 was $601,000 and $2.4 million, respectively, and for the nine months ended September 30, 2012 and 2011 was $3.2 million and $9.7 million, respectively. These decreases were due to the level of dispositions in 2012 and 2011.
Equity in (Loss) Earnings of Unconsolidated Joint Ventures

Equity in (loss) earnings of unconsolidated joint ventures decreased to a loss of $3.1 million for the three months ended September 30, 2012 from income of $0.8 million for the three months ended September 30, 2011 and decreased to a loss of $1.4 million for the nine months ended September 30, 2012 from income of $2.5 million for the nine months ended September 30, 2011. During the three months ended September 30, 2012 the joint venture Blythe Valley JV Sarl recorded an impairment charge, the Company's share of which was sufficient to bring the Company's investment in the joint venture to zero. The Company's share of this impairment charge was $4.5 million for the three and nine months ended September 30, 2012. There were no such impairments for the comparable periods in 2011.
Other
Gain on property dispositions increased to $2.0 million for the three months ended September 30, 2012 from $1.9 million for the three months ended September 30, 2011 and decreased to $2.9 million for the nine months ended September 30, 2012 from $3.4 million for the nine months ended September 30, 2011.
Income from discontinued operations decreased to a loss of $1.9 million for the three months ended September 30, 2012 from income of $5.5 million for the three months ended September 30, 2011 and decreased to $5.5 million for the nine months ended September 30, 2012 from $62.7 million for the nine months ended September 30, 2011. The decrease for the three month periods was due to lower operating income related to properties in discontinued operations and a decrease in gain or loss recognized on sales (net of impairment charges) which were a loss of $1.5 million for the three months ended September 30, 2012 compared to a gain of $4.1 million for the same period in 2011. The decrease for the nine month periods was due to lower operating income related to properties in discontinued operations and the decrease in gains recognized on sales (net of impairment charges) which were $2.5 million for the nine months ended September 30, 2012 compared to $54.7 million for the nine months ended September 30, 2011.
As a result of the foregoing, the Company’s net income decreased to $29.9 million for the three months ended September 30, 2012 from $41.7 million for the three months ended September 30, 2011 and decreased to $107.2 million for the nine months ended September 30, 2012 from $169.5 million for the nine months ended September 30, 2011.



34

Liquidity and Capital Resources
Overview
The Company seeks to maintain a conservative balance sheet and pursue a strategy of financial flexibility. Although the Company originally expected to expend $250 million to $350 million to fund its investment in development properties in 2012, it is unlikely that it will reach the lower end of this range. The Company’s remaining 2012 debt maturities total approximately $6.9 million. The Company anticipates that it will invest $100 million to $300 million in acquisitions in 2012. Although the Company originally expected to realize approximately $250 million to $350 million in proceeds from asset sales in 2012, it is unlikely that it will reach the lower end of this range. The Company believes that proceeds from asset sales, its available cash, borrowing capacity from its Credit Facility (as defined below) and its other sources of capital including the public debt and equity markets will provide it with sufficient funds to satisfy these obligations.
Activity
As of September 30, 2012, the Company had cash and cash equivalents of $72.0 million, including $38.0 million in restricted cash.
Net cash provided by operating activities increased to $259.0 million for the nine months ended September 30, 2012 from $238.4 million for the nine months ended September 30, 2011. This $20.6 million increase was primarily due to fluctuations in restricted cash relating to land sales in the United Kingdom and the distribution of these proceeds offset by the operating results for the sale of a portfolio of properties for $195 million in April 2012 less interest savings. Net cash flow provided by operating activities is the primary source of liquidity to fund distributions to shareholders and for recurring capital expenditures and leasing transaction costs for the Company’s Wholly Owned Properties in Operation.

Net cash used in investing activities was $63.5 million for the nine months ended September 30, 2012 compared to net cash provided by investing activities of $104.1 million for the nine months ended September 30, 2011. This $167.6 million change primarily resulted from a decrease in net proceeds from the dispositions of properties/land and an increase in investment in development in progress partially offset by a decrease in cash paid for acquisitions.
Net cash used in financing activities decreased to $182.3 million for the nine months ended September 30, 2012 compared to $426.5 million for the nine months ended September 30, 2011. This $244.2 million decrease was primarily due to the redemption of preferred units during 2012 as well as the net changes in the Company’s debt during the respective periods. During the nine months ended September 30, 2012, the Company redeemed $227.5 million of Cumulative Redeemable Preferred Units. In addition, the Company issued $400 million of 10-year, 4.125% senior unsecured notes. The net proceeds from this issuance were used to repay borrowings under the Company's Credit Facility and for general corporate purposes. Also, the Company repaid $230.1 million of maturing senior unsecured notes. Net cash used in financing activities includes proceeds from the issuance of equity and debt, net of debt repayments, equity repurchases and distributions.
The Company funds its development activities and acquisitions with long-term capital sources and proceeds from the disposition of properties. For the nine months ended September 30, 2012, a portion of these activities were funded through a $500 million Credit Facility (the “Credit Facility”). The interest rate on borrowings under the Credit Facility fluctuates based upon ratings from Moody’s Investors Service, Inc., Standard and Poor’s Ratings Group and Fitch, Inc. Based on the Company’s existing ratings, the interest rate for borrowings under the Credit Facility at September 30, 2012 was LIBOR plus 107.5 basis points.
The Company uses debt financing to lower its overall cost of capital in an attempt to increase the return to shareholders. The Company staggers its debt maturities and maintains debt levels it considers to be prudent. In determining its debt levels, the Company considers various financial measures including the debt to gross assets ratio and the fixed charge coverage ratio. As of September 30, 2012, the Company’s debt to gross assets ratio was 39.4% and for the nine months ended September 30, 2012, the fixed charge coverage ratio was 3.1x. Debt to gross assets equals total long-term debt and borrowings under the Credit Facility divided by total assets plus accumulated depreciation including accumulated depreciation on assets held for sale. The fixed charge coverage ratio equals income from continuing operations before gain on property dispositions, including operating activity from discontinued operations, plus interest expense and depreciation and amortization, divided by interest expense, including capitalized interest, plus distributions on preferred units.
As of September 30, 2012, $290.2 million in mortgage loans and $1,962.5 million in unsecured notes were outstanding with a weighted average interest rate of 5.46%. The interest rates on $2,236.7 million of mortgage loans and unsecured notes are fixed and range from 4.1% to 7.5%. The weighted average remaining term for the mortgage loans and unsecured notes is 5.7 years.

The scheduled principal amortization and maturities of the Company’s mortgage loans, unsecured notes and the Credit Facility and the related weighted average interest rates as of September 30, 2012 are as follows (in thousands, except percentages):
 

35

 
MORTGAGES
 
 
 
 
 
 
 
WEIGHTED
AVERAGE
INTEREST RATE
 
PRINCIPAL
AMORTIZATION
 
PRINCIPAL
MATURITIES
 
UNSECURED
NOTES
 
CREDIT
FACILITY
 
TOTAL
 
2012
$
1,143

 
$
5,794

 
$
—

 
$
—

 
$
6,937

 
6.30
%
2013
4,583

 
4,510

 
—

 
—

 
9,093

 
5.73
%
2014
4,966

 
2,684

 
200,000

 
—

 
207,650

 
5.66
%
2015
4,512

 
44,469

 
316,000

 
150,000

 
514,981

 
4.02
%
2016
3,298

 
182,318

 
300,000

 
—

 
485,616

 
6.10
%
2017
2,090

 
2,349

 
296,543

 
—

 
300,982

 
6.61
%
2018
—

 
—

 
100,000

 
—

 
100,000

 
7.50
%
2020
—

 
—

 
350,000

 
—

 
350,000

 
4.75
%
2021 & thereafter
—

 
27,481

 
400,000

 
—

 
427,481

 
4.17
%
 
$
20,592

 
$
269,605

 
$
1,962,543

 
$
150,000

 
$
2,402,740

 
5.20
%

General
The Company has an effective S-3 shelf registration statement on file with the SEC pursuant to which the Trust and the Operating Partnership may issue an unlimited amount of equity securities and debt securities.

Calculation of Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) has issued a standard definition for Funds from operations (as defined below). The SEC has agreed to the disclosure of this non-GAAP financial measure on a per share basis in its Release No. 34-47226, Conditions for Use of Non-GAAP Financial Measures. The Company believes that the calculation of Funds from operations is helpful to investors and management as it is a measure of the Company’s operating performance that excludes depreciation and amortization and gains and losses from operating property dispositions. As a result, year over year comparison of Funds from operations reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses, and interest costs, providing perspective not immediately apparent from net income. In addition, management believes that Funds from operations provides useful information to the investment community about the Company’s financial performance when compared to other REITs since Funds from operations is generally recognized as the standard for reporting the operating performance of a REIT. Funds from operations available to common shareholders is defined by NAREIT as net income (computed in accordance with generally accepted accounting principles (“GAAP”)), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Funds from operations available to common shareholders does not represent net income or cash flows from operations as defined by GAAP and does not necessarily indicate that cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income as an indicator of the Company’s operating performance or to cash flows as a measure of liquidity. Funds from operations available to common shareholders also does not represent cash flows generated from operating, investing or financing activities as defined by GAAP. Historically the Company included impairment charges in this computation. However, excluding impairment charges from the computation of Funds from operations is consistent with NAREIT's reaffirmation in November 2011 of its July 2000 guidance on NAREIT-defined Funds from operations, which indicated that impairment write-downs of depreciable real estate should be excluded in the computation of Funds from operations. Accordingly, Funds from operations have been restated for prior periods.

Funds from operations (“FFO”) available to common shareholders for the three and nine months ended September 30, 2012 and 2011 are as follows (in thousands, except per share amounts):

36

 
Three Months Ended
 
Nine Months Ended
 
September 30, 2012
 
September 30, 2011
 
September 30, 2012
 
September 30, 2011
Reconciliation of net income to FFO - basic:
 
 
 
 
 
 
 
Net Income available to common shareholders
$
27,806

 
$
35,320

 
$
99,006

 
$
149,207

Basic - Income available to common shareholders
27,806

 
35,320

 
99,006

 
149,207

Basic - income available to common shareholders per weighted average share
$
0.24

 
$
0.31

 
$
0.85

 
$
1.30

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization of unconsolidated joint ventures
3,569

 
3,585

 
10,739

 
10,903

Depreciation and amortization
40,631

 
41,147

 
122,097

 
126,312

Gain on property dispositions/impairment
4,759

 
(4,090
)
 
676

 
(55,132
)
Noncontrolling interest share in addback for depreciation and amortization and gain on property dispositions/impairment
(1,504
)
 
(1,296
)
 
(4,141
)
 
(2,668
)
Funds from operations available to common shareholders – basic
$
75,261

 
$
74,666

 
$
228,377

 
$
228,622

Basic Funds from operations available to common shareholders per weighted average share
$
0.64

 
$
0.65

 
$
1.96

 
$
2.00

Reconciliation of net income to FFO - diluted:
 
 
 
 
 
 
 
Net Income available to common shareholders
$
27,806

 
$
35,320

 
$
99,006

 
$
149,207

Diluted - income available to common shareholders
27,806

 
35,320

 
99,006

 
149,207

Diluted - income available to common shareholders per weighted average share
$
0.24

 
$
0.31

 
$
0.84

 
$
1.29

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization of unconsolidated joint ventures
3,569

 
3,585

 
10,739

 
10,903

Depreciation and amortization
40,631

 
41,147

 
122,097

 
126,312

Gain on property dispositions/impairment
4,759

 
(4,090
)
 
676

 
(55,132
)
Noncontrolling interest less preferred share distributions and excess of carrying amount over preferred unit redemption
881

 
1,161

 
3,173

 
5,010

Funds from operations available to common shareholders - diluted
$
77,646

 
$
77,123

 
$
235,691

 
$
236,300

Diluted Funds from operations available to common shareholders per weighted average share
$
0.64

 
$
0.64

 
$
1.94

 
$
1.98

Reconciliation of weighted average shares:
 
 
 
 
 
 
 
Weighted average common shares - all basic calculations
117,141

 
115,014

 
116,625

 
114,547

Dilutive shares for long term compensation plans
902

 
766

 
837

 
782

Diluted shares for net income calculations
118,043

 
115,780

 
117,462

 
115,329

Weighted average common units
3,739

 
3,816

 
3,771

 
3,890

Diluted shares for Funds from operations calculations
121,782

 
119,596

 
121,233

 
119,219


Inflation
Inflation has remained relatively low in recent years, and as a result, it has not had a significant impact on the Company during this period. To the extent an increase in inflation would result in increased operating costs, such as insurance, real estate taxes and utilities, substantially all of the tenants’ leases require the tenants to absorb these costs as part of their rental obligations. In addition, inflation also may have the effect of increasing market rental rates.

37


Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes to the Company’s exposure to market risk since its Annual Report on Form 10-K for the year ended December 31, 2011.
Item 4. Controls and Procedures
Controls and Procedures with respect to the Trust
(a) Evaluation of Disclosure Controls and Procedures
The Trust’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer have concluded that the Trust’s disclosure controls and procedures, as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by the Trust in its reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms and (ii) accumulated and communicated to the Trust’s management, including its principal executive and principal financial officers, or persons performing similar function, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in the Trust’s internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected or are reasonable likely to materially affect the Company’s internal control over financial reporting.
Controls and Procedures with respect to the Operating Partnership
(a) Evaluation of Disclosure Controls and Procedures
The Trust’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, on behalf of the Trust in its capacity as the general partner of the Operating Partnership, evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer have concluded that the Operating Partnership’s disclosure controls and procedures, as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by the Operating Partnership in its reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms and (ii) accumulated and communicated to the Trust’s management, including its principal executive and principal financial officers, or persons performing similar function, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
There were no changes in the Operating Partnership’s internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected or are reasonable likely to materially affect the Operating Partnership’s internal control over financial reporting.

38

PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
The Company is not a party to any material litigation as of September 30, 2012.
Item 1A.
Risk Factors
There have been no material changes to the risk factors disclosed in Item 1A of Part 1 “Risk Factors,” in our Form 10-K for the year ended December 31, 2011.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

In August 2012, an individual acquired a total of 3,500 common shares of beneficial interest of Liberty Property Trust in exchange for the same number of units of limited partnership interests in Liberty Property Limited Partnership. This individual previously acquired these units of limited partnership interests in connection with their contribution to the Operating Partnership of certain assets. The exchange of common shares of beneficial interest for the units of limited partnership is exempt from the registration requirement of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereunder.

Item 3.
Defaults upon Senior Securities
None.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
None.

39

Item 6.
Exhibits
 
12.1*
Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges.
 
 
31.1*
Certification of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.2*
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.3*
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.4*
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
32.1*
Certification of the Chief Executive Officer of Liberty Property Trust required under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
32.2*
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
32.3*
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
32.4*
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
101.INS*
XBRL Instance Document.
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
101.LAB*
XBRL Extension Labels Linkbase.
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
________________________
*    Filed herewith


40

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.
LIBERTY PROPERTY TRUST
 
/s/ WILLIAM P. HANKOWSKY
 
November 1, 2012
William P. Hankowsky
 
Date
Chairman of the Board of Trustees, President and Chief Executive Officer (Principal Executive Officer)
 
 
 
 
 
/s/ GEORGE J. ALBURGER, JR.
 
November 1, 2012
George J. Alburger, Jr.
 
Date
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
 
 

41

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.
LIBERTY PROPERTY LIMITED PARTNERSHIP
 
BY:
Liberty Property Trust
 
 
 
General Partner
 
 
 
 
 
 
/s/ WILLIAM P. HANKOWSKY
 
November 1, 2012
William P. Hankowsky
 
Date
Chairman of the Board of Trustees, President and Chief Executive Officer (Principal Executive Officer)
 
 
 
 
 
 
/s/ GEORGE J. ALBURGER, JR.
 
November 1, 2012
George J. Alburger, Jr.
 
Date
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
 
 

42

EXHIBIT INDEX
 
EXHIBIT
NO.
 
 
 
12.1
Statement Re: Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges.
 
 
31.1
Certification of the Chief Executive Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.2
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.3
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
31.4
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(a) under the Securities Exchange Act of 1934.
 
 
32.1
Certification of the Chief Executive Officer of Liberty Property Trust required under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
32.2
Certification of the Chief Financial Officer of Liberty Property Trust required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
32.3
Certification of the Chief Executive Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
32.4
Certification of the Chief Financial Officer of Liberty Property Trust, in its capacity as the general partner of Liberty Property Limited Partnership, required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)
 
 
101.INS
XBRL Instance Document.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document.
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
 
 
101.LAB
XBRL Extension Labels Linkbase.
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
 
______________________

43