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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 28, 2020

 

PROLOGIS, INC.

 

PROLOGIS, L.P.

(Exact name of registrant as specified in charter) 

 

Maryland (Prologis, Inc.)

Delaware (Prologis, L.P.)

 

001-13545 (Prologis, Inc.)

001-14245 (Prologis, L.P.)

 

94-3281941 (Prologis, Inc.)

94-3285362 (Prologis, L.P.)

(State or other jurisdiction

of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

Pier 1, Bay 1, San Francisco, California   94111
(Address of Principal Executive Offices)   (Zip Code)

 

Registrants’ Telephone Number, including Area Code: (415) 394-9000

 

N/A

(Former name or former address, if changed since last report.) 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

    Title of Each Class   Trading Symbol(s)  

Name of Each Exchange on Which Registered

Prologis, Inc.   Common Stock, $0.01 par value   PLD   New York Stock Exchange
Prologis, L.P.   1.375% Notes due 2021   PLD/21   New York Stock Exchange
Prologis, L.P.   3.000% Notes due 2022   PLD/22   New York Stock Exchange
Prologis, L.P.   3.375% Notes due 2024   PLD/24   New York Stock Exchange
Prologis, L.P.   3.000% Notes due 2026   PLD/26   New York Stock Exchange
Prologis, L.P.   2.250% Notes due 2029   PLD/29   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

 

 

Introductory Note.

 

This Form 8-K is being filed for the purpose of filing pro forma financial information of Prologis, Inc. (“Prologis”) and Prologis, L.P. (“Prologis OP”) and certain financial statements of Liberty Property Trust (“LPT”) and Liberty Property Limited Partnership (“Liberty OP”). Prologis and Prologis OP have entered into an Agreement and Plan of Merger an Agreement and Plan of Merger by and among Prologis, Prologis OP, Lambda REIT Acquisition LLC, Lambda OP Acquisition LLC, LPT, Leaf Holdco Property Trust and Liberty OP, providing for the proposed merger of LPT and Prologis.

 

This Form 8-K is also being filed for the purpose of filing the financial statements of DCT Industrial Trust Inc. (“DCT”) and DCT Industrial Operating Partnership LP (“DCT OP”). On August 22, 2018, DCT OP merged with and into Prologis OP and DCT merged with and into Prologis.

 

Item 8.01. Other Events.

 

The audited consolidated financial statements of LPT and Liberty OP as of and for the year ended December 31, 2018 are filed as Exhibit 99.2 to this Current Report on Form 8-K. The unaudited consolidated financial statements of LPT and Liberty OP and the notes thereto as of and for the nine months ended September 30, 2019 are hereby filed as Exhibit 99.3 to this Current Report on Form 8-K.

 

The audited consolidated financial statements of DCT and DCT OP as of and for the year ended December 31, 2017 are filed as Exhibit 99.4 to this Current Report on Form 8-K. The unaudited consolidated financial statements of DCT and DCT OP and the notes thereto as of and for the six months ended June 30, 2018 are hereby filed as Exhibit 99.5 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined balance sheet as of September 30, 2019 and the unaudited pro forma condensed combined statements of income for the year ended December 31, 2018 and the nine months ended September 30, 2019 of Prologis and Prologis OP are incorporated by reference to Exhibit 99.1 to this Current Report on Form 8-K. Such unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position that actually would have existed or the operating results that actually would have been achieved if the adjustments set forth therein had been in effect as of the dates and for the periods indicated or that may be achieved in future periods and should be read in conjunction with the historical financial statements of Prologis, Prologis OP, LPT, Liberty OP, DCT and DCT OP.

 

 

 

 

  (d) Exhibits.

 

The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

 

Exhibit No. Description
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young LLP
99.1 Unaudited pro forma condensed combined financial information of Prologis, Inc. and Prologis, L.P as of September 30, 2019 and for the year ended December 31, 2018 and the nine months ended September 30, 2019
99.2 Audited consolidated financial statements of Liberty Property Trust and Liberty Property Limited Partnership and the notes thereto as of and for the years ended December 31, 2018, 2017 and 2016 (incorporated by reference to Exhibit 99.1 to the Combined Current Reports of Liberty Property Trust and Liberty Property Limited Partnership on Form 8-K, filed on November 25, 2019)
99.3 Unaudited consolidated financial statements of Liberty Property Trust and Liberty Property Limited Partnership and the notes thereto as of September 30, 2019 and the three and nine-month periods ended September 30, 2019 and 2018
99.4 Audited consolidated financial statements of DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP and the notes thereto as of and for the year ended December 31, 2017 (incorporated by reference to Exhibit 99.4 to the Combined Current Reports of Prologis, Inc. and Prologis, L.P. on Form 8-K/A, filed on August 24, 2018)
99.5 Unaudited consolidated financial statements of DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP and the notes thereto as of and for the six months ended June 30, 2018 (incorporated by reference to Exhibit 99.5 to the Combined Current Reports of Prologis, Inc. and Prologis, L.P. on Form 8-K/A, filed on August 24, 2018)
104 Cover Page Interactive Data File (embedded within the iXBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PROLOGIS, INC.
   
Date:  January 28, 2020 By:  /s/ Deborah K. Briones
      Name: Deborah K. Briones
      Title: Senior Vice President, Associate General Counsel
     
  PROLOGIS, L.P.
  By: Prologis, Inc.,
  its General Partner
   
Date:  January 28, 2020 By:  /s/ Deborah K. Briones
      Name: Deborah K. Briones
      Title: Senior Vice President, Associate General Counsel

 

 

 

 

 

Co-Registrant CIK 0001045610
Co-Registrant Amendment Flag false
Co-Registrant Form Type 8-K
Co-Registrant DocumentPeriodEndDate 2020-01-28
Co-Registrant Written Communications false
Co-Registrant Solicitating Materials false
Co-Registrant PreCommencement Tender Offer false
Co-Registrant PreCommencement Issuer Tender Offer false
Co-Registrant Entity Emerging Growth Company false
Co-Registrant AddressLine1 Pier 1
Co-Registrant AddressLine2 Bay 1
Co-Registrant City San Francisco
Co-Registrant State California
Co-Registrant ZipCode 94111
Co-Registrant CityAreaCode 415
Co-Registrant LocalPhoneNumber 394-9000

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in:

 

1) the Current Report on Form 8-K to be filed by Prologis, Inc. and Prologis, L.P. on January 28, 2020,
2) the Registration Statement on Form S-3 (No. 333-216491) filed by Prologis, Inc. and Prologis, L.P.,
3) the Registration Statement on Form S-4 (No. 333-235260) filed by Prologis, Inc.,
4) the Registration Statement on Form S-4 (No. 333-235800) filed by Prologis, L.P.,
5) the Registration Statements on Form S-8 (Nos. 333-42015, 333-78779, 333-90042, 333-144489, 333-177378, 333-178955, and 333-181529) filed by Prologis, Inc., and
6) the Registration Statement on Form S-8 (No. 333-100214) filed by Prologis, Inc. and Prologis, L.P.

 

of our report dated February 26, 2019, except Notes 3, 4, 6, 8, 16, 18, 19, 21, 22 and 23 as to which the date is November 25, 2019, with respect to the consolidated financial statements and schedules of Liberty Property Trust, and our report dated February 26, 2019, with respect to the effectiveness of internal control over financial reporting of Liberty Property Trust, included in the Current Report on Form 8-K filed by Liberty Property Trust on November 25, 2019. We also consent to the reference to our firm under the caption “Experts” in the prospectus supplement to the Registration Statement on Form S-3 (No. 333-216491) to be filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

 

Philadelphia, Pennsylvania

January 23, 2020

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in:

 

1) the Current Report on Form 8-K to be filed by Prologis, Inc. and Prologis, L.P. on January 28, 2020,
2) the Registration Statement on Form S-3 (No. 333-216491) filed by Prologis, Inc. and Prologis, L.P.,
3) the Registration Statement on Form S-4 (No. 333-235260) filed by Prologis, Inc.,
4) the Registration Statement on Form S-4 (No. 333-235800) filed by Prologis, L.P.,
5) the Registration Statements on Form S-8 (Nos. 333-42015, 333-78779, 333-90042, 333-144489, 333-177378, 333-178955, and 333-181529) filed by Prologis, Inc., and
6) the Registration Statement on Form S-8 (No. 333-100214) filed by Prologis, Inc. and Prologis, L.P.

 

of our report dated February 26, 2019, except Notes 3, 4, 6, 8, 16, 18, 19, 21, 22 and 23 as to which the date is November 25, 2019, with respect to the consolidated financial statements and schedules of Liberty Property Limited Partnership, and our report dated February 26, 2019, with respect to the effectiveness of internal control over financial reporting of Liberty Property Limited Partnership, included in the Current Report on Form 8-K filed by Liberty Property Limited Partnership on November 25, 2019. We also consent to the reference to our firm under the caption “Experts” in the prospectus supplement to the Registration Statement on Form S-3 (No. 333-216491) to be filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

 

Philadelphia, Pennsylvania

January 23, 2020

 

 

 

 

Exhibit 23.3

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in:

 

1) the Current Report on Form 8-K to be filed by Prologis, Inc. and Prologis, L.P. on January 28, 2020,
2) the Registration Statement on Form S-3 (No. 333-216491) filed by Prologis, Inc. and Prologis, L.P.,
3) the Registration Statement on Form S-4 (No. 333-235260) filed by Prologis, Inc.,
4) the Registration Statement on Form S-4 (No. 333-235800) filed by Prologis, L.P.,
5) the Registration Statements on Form S-8 (Nos. 333-42015, 333-78779, 333-90042, 333-144489, 333-177378, 333-178955, and 333-181529) filed by Prologis, Inc., and
6) the Registration Statement on Form S-8 (No. 333-100214) filed by Prologis, Inc. and Prologis, L.P.

 

of our reports dated February 16, 2018, with respect to the consolidated financial statements and schedule of DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP, and the effectiveness of internal control over financial reporting of DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP, included in the Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption “Experts” in the prospectus supplement to the Registration Statement on Form S-3 (No. 333-216491) to be filed with the Securities and Exchange Commission.

 

/s/ Ernst and Young LLP

 

Denver, Colorado

January 27, 2020

 

 

Exhibit 99.1

 

INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Pro Forma Condensed Combined Balance Sheets of Prologis, Inc. as of September 30, 2019 (Unaudited) 5
Pro Forma Condensed Combined Statements of Income of Prologis, Inc. for the nine months ended September 30, 2019 (Unaudited) 6
Pro Forma Condensed Combined Statements of Income of Prologis, Inc. for the year ended December 31, 2018 (Unaudited) 7
Pro Forma Condensed Combined Balance Sheets of Prologis, L.P. as of September 30, 2019 (Unaudited) 8
Pro Forma Condensed Combined Statements of Income of Prologis, L.P. for the nine months ended September 30, 2019 (Unaudited) 9
Pro Forma Condensed Combined Statements of Income of Prologis, L.P. for the year ended December 31, 2018 (Unaudited) 10
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements 11

 

1

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

Introduction

 

On October 27, 2019, Prologis, Prologis OP, Prologis Merger Sub and Prologis OP Merger Sub (the terms “we,” “our,” or “us” mean Prologis and Prologis OP collectively) entered into a merger agreement with Liberty, Liberty OP and New Liberty Holdco, pursuant to which, subject to the terms and conditions set forth in the merger agreement: (i) an indirect wholly owned subsidiary of Liberty will merge with and into Liberty, with Liberty continuing as the surviving entity and an indirect wholly owned subsidiary of New Liberty Holdco (the “Company Merger”), (ii) thereafter, New Liberty Holdco will merge with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving entity and remaining a wholly owned subsidiary of Prologis (the “Topco Merger”), (iii) thereafter, Prologis and its applicable subsidiaries and Prologis Merger Sub will cause all of the outstanding equity interests of Liberty to be contributed to Prologis OP in exchange for the issuance by Prologis OP of Prologis OP common units to other subsidiaries of Prologis and (iv) thereafter, Prologis OP Merger Sub will merge with and into Liberty OP, with Liberty OP continuing as the surviving entity and a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and, collectively with the Company Merger and the Topco Merger, the “Mergers”). The combined company after the Mergers is herein referred to as the “Combined Company.”

 

Under the terms of the merger agreement, at the effective time of the Topco Merger, each issued and outstanding Liberty common share as of immediately prior to the Company Merger will be converted automatically into the right to receive 0.675 shares of Prologis common stock. At the effective time of the Partnership Merger, each issued and outstanding common unit of Liberty OP as of immediately prior to the Partnership Merger will be converted into 0.675 common units of Prologis OP. The 0.675 exchange ratio is fixed and will not be adjusted to reflect changes in the stock prices of Prologis common stock or Liberty common shares prior to closing. Changes in the price of Prologis common stock prior to the Mergers will affect the market value of the merger consideration that Liberty shareholders and Liberty OP unitholders will receive on the closing date of the Mergers. Subject to the approval by Liberty’s shareholders and the other closing conditions described in this proxy statement/prospectus, the Mergers are expected to be consummated in early February 2020.

 

Based on current information, it is expected that former Liberty shareholders will own approximately 14% and current Prologis stockholders will own approximately 86% of the issued and outstanding common stock of the Combined Company after consummation of the Mergers. After consideration of all applicable factors pursuant to the business combination accounting rules, we expect to treat the Mergers as an asset acquisition under United States Generally Accepted Accounting Principles and as a result the transaction costs will likely be capitalized to the basis of the acquired properties.

 

Pro forma Information

 

The following Unaudited Pro Forma Condensed Combined Financial Statements combine the historical consolidated financial statements of Prologis, Liberty and DCT Industrial Trust Inc. (“Pro Forma Financial Statements”), including Pro Forma Balance Sheets and Statements of Income.

 

On August 22, 2018, Prologis acquired DCT Industrial Trust Inc. At acquisition, DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP (collectively, “DCT”) merged with and into Prologis and Prologis OP, respectively, which we refer to as the DCT Transaction. As DCT is not included in Prologis’ consolidated results for the full year ended December 31, 2018, DCT is included in these Pro Forma Financial Statements. The Unaudited Pro Forma Condensed Combined Financial Statements of Prologis and Prologis OP at June 30, 2018 and for the six months ended June 30, 2018 and year ended December 31, 2017 for the DCT Transaction were filed with the Securities and Exchange Commission (“SEC”) on August 24, 2018 within Exhibit 99.3 of Prologis’ Current Report on Form 8-K/A. These Pro Forma Financial Statements include the historical financial statement information and pro forma adjustments as if the DCT Transaction had occurred as of January 1, 2018. Both the DCT historical information and pro forma adjustments for the six months ended June 30, 2018 were used as a basis for calculating the financial statement information for the period from July 1, 2018 through the acquisition date of August 22, 2018, which is included in the DCT Pro Forma Adjustments column. The financial results of DCT are included in the consolidated Prologis financial statements beginning August 22, 2018.

 

2

 

 

The accompanying Pro Forma Balance Sheets at September 30, 2019 have been prepared as if the Mergers had occurred as of September 30, 2019. The accompanying Pro Forma Statements of Income for the nine months ended September 30, 2019 and the year ended December 31, 2018 have been prepared as if the Mergers and the DCT Transaction had occurred as of January 1, 2018.

 

During the period from January 1, 2018 to September 30, 2019, Prologis, Liberty and DCT acquired and disposed of various real estate assets. Other than the DCT Transaction, none of the assets acquired and disposed of by the respective companies during this period, individually or in the aggregate, or acquisitions and dispositions considered probable of closing as of the date of this proxy statement/prospectus, exceeded the significance level that requires the presentation of pro forma financial information pursuant to Regulation S-X, Article 11. As such, the following Pro Forma Statements of Income for the nine months ended September 30, 2019 and the year ended December 31, 2018 do not include pro forma adjustments to present the impact of these insignificant acquisitions and dispositions as if they occurred on January 1, 2018.

 

Pro forma adjustments, and the assumptions on which they are based, are described in the accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements, which are referred to in this section as the accompanying notes.

 

The pro forma adjustments and the purchase price allocation as presented are based on estimates and certain information that is currently available. Under acquisition accounting, the total cost or total consideration exchanged is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed, including an allocation to the individual buildings, land and lease intangibles, on a relative fair value basis. The total consideration and assignment of fair values to Liberty’s assets and liabilities has not been finalized and is subject to change and the actual amounts at the time the Mergers are completed could vary materially from this pro forma information.

 

The pro forma information has been prepared in accordance with the rules and regulations of the SEC. All significant adjustments that can be factually supported, are directly attributable to the Mergers and the DCT Transaction and are expected to have a continuing impact within the SEC regulations covering the preparation of pro forma financial statements, have been made. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the combined operating results or financial position that would have occurred if such transactions had been consummated on the dates and in accordance with the assumptions described herein, nor is it necessarily indicative of future operating results or financial position.

 

You are urged to read the pro forma information below together with Prologis’, Liberty’s and DCT’s publicly available historical consolidated financial statements and accompanying notes.

 

3

 

 

Merger Consideration

 

For purposes of the Unaudited Pro Forma Condensed Combined Financial Statements, Prologis has assumed a preliminary total purchase price of approximately $9.8 billion for the Mergers, which consists of Prologis common stock and Prologis OP common units issued in exchange for the Liberty common shares and Liberty OP common units (in millions, except price per share/unit):

 

Number of Liberty shares and units to be converted to Prologis shares and units at September 30, 2019(1)     109.31  
Multiplied by price of Prologis common stock on December 16, 2019(2)   $ 88.36  
Estimated fair value of Prologis common shares and units to be issued   $ 9,659  
Estimated transaction costs(3)     115  
Estimated aggregate consideration   $ 9,774  

 

 

 

(1) The Liberty shareholders and Liberty OP unitholders will receive 0.675 of a newly issued share of Prologis common stock and Prologis OP common unit, respectively, for each Liberty common share or common unit that they owned.

 

(2) The estimated purchase price is based on the closing price of Prologis common stock on December 16, 2019, the latest practicable date prior to the date of this proxy statement/prospectus. Pursuant to accounting rules, the final purchase price will be based on the price of the Prologis common stock as of the closing date, and therefore, will be different from the amount shown above. Based on a sensitivity analysis, a change in the Prologis common stock price of 10% would result in an approximate $966 million change in the estimated aggregate consideration.

 

(3) For purposes of the pro forma information, estimated transaction costs for the Mergers were included in the estimated aggregate consideration. These estimated transaction costs are expected to be approximately $115 million and include costs associated with investment banker advisory fees, legal fees, termination and severance and other costs. These costs will be capitalized by Prologis. Termination and severance costs for the acceleration of unvested Liberty common shares under Liberty’s equity incentive plan that become fully vested at closing are included in the estimated fair value of Prologis common stock to be issued.

 

The Unaudited Pro Forma Condensed Combined Financial Statements included herein do not give effect to any potential cost reductions or other operating efficiencies that we expect to result from the Mergers. Additionally, they do not include management’s plans or intent after the Mergers.

 

4

 

 

PROLOGIS, INC.

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

 

September 30, 2019

 

(In thousands)

 

    Historical (A)     Pro Forma     Pro Forma  
    Prologis     Liberty     Adjustments     Combined  
ASSETS                                
Investments in real estate properties   $ 34,911,650     $ 6,805,875     $ 4,658,579 (B)   $ 46,376,104  
Less accumulated depreciation     5,287,640       1,040,249       (1,040,249 )(C)     5,287,640  
Net investments in real estate properties     29,624,010       5,765,626       5,698,828       41,088,464  
Investments in and advances to unconsolidated entities     5,886,820       347,880       115,421 (D)     6,350,121  
Assets held for sale or contribution     799,017       226,504       80,768 (E)     1,106,289  
Net investments in real estate     36,309,847       6,340,010       5,895,017       48,544,874  
Lease right-of-use assets     437,038       17,664       2,597 (F)     457,299  
Cash and cash equivalents     1,024,994       605,465             1,630,459  
Other assets     1,676,306       375,593       300,882 (G)     2,352,781  
Total assets   $ 39,448,185     $ 7,338,732     $ 6,198,496     $ 52,985,413  
LIABILITIES AND EQUITY                                
Liabilities:                                
Debt   $ 11,459,223     $ 3,031,267     $ 204,392 (H)   $ 14,694,882  
Lease liabilities     432,122       18,379       2,616 (F)     453,117  
Accounts payable and accrued expenses     808,898       157,404             966,302  
Other liabilities     812,365       226,239       122,620 (I)     1,161,224  
Total liabilities     13,512,608       3,433,289       329,628       17,275,525  
Equity:                                
Stockholders’ equity:                                
Series Q preferred shares     68,948                   68,948  
Common stock     6,317       158       912 (J)     7,387  
Additional paid-in capital     25,693,652       4,145,822       5,415,861 (J)     35,255,335  
Accumulated other comprehensive loss     (1,050,246 )     (64,496 )     64,496 (J)     (1,050,246 )
Distributions in excess of net earnings     (2,201,461 )     (238,629 )     238,629 (J)     (2,201,461 )
Total stockholders’ equity     22,517,210       3,842,855       5,719,898       32,079,963  
Noncontrolling interests     2,777,024       280       400 (K)     2,777,704  
Limited partnership unitholders     641,343       62,308       148,570 (J)     852,221  
Total equity     25,935,577       3,905,443       5,868,868       35,709,888  
Total liabilities and equity   $ 39,448,185     $ 7,338,732     $ 6,198,496     $ 52,985,413  

 

5

 

 

PROLOGIS, INC.

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

 

For the nine months ended September 30, 2019

 

(In thousands, except per share data)

 

   

Historical (A) 

    Pro Forma     Pro Forma  
   

Prologis 

   

Liberty 

   

Adjustments 

   

Combined 

 
Revenues:                                
Rental   $ 2,107,961     $ 479,644     $ 1,588 (L)   $ 2,589,193  
Strategic capital     393,416       7,018             400,434  
Development management and other     3,228       2,099       (M)     5,327  
Total revenues     2,504,605       488,761       1,588       2,994,954  
Expenses:                                
Rental     550,070       118,250       (M)     668,320  
Strategic capital     138,668       5,983             144,651  
General and administrative     201,176       42,903       (M)     244,079  
Depreciation and amortization     850,639       130,501       127,814 (N)     1,108,954  
Other     9,643       2,712       (M)     12,355  
Total expenses     1,750,196       300,349       127,814       2,178,359  
Operating income before gains on real estate transactions, net     754,409       188,412       (126,226 )     816,595  
Gains on real estate transactions, net     535,717       21,125             556,842  
Operating income     1,290,126       209,537       (126,226 )     1,373,437  
Other income (expense):                                
Earnings from unconsolidated entities, net     151,524       10,966       (2,395 )(O)     160,095  
Interest expense     (179,873 )     (76,644 )     28,373 (P)     (228,144 )
Interest and other income, net     12,876       12,446             25,322  
Foreign currency and derivative gains, net     70,267                   70,267  
Losses on early extinguishment of debt, net     (16,086 )                 (16,086 )
Total other income (expense)     38,708       (53,232 )     25,978       11,454  
Earnings before income taxes     1,328,834       156,305       (100,248 )     1,384,891  
Total income tax expense     53,230       1,449             54,679  
Consolidated net earnings     1,275,604       154,856       (100,248 )     1,330,212  
Less net earnings attributable to noncontrolling interests     89,636       3,706       (2,167 )(Q)     91,175  
Net earnings attributable to controlling interests     1,185,968       151,150       (98,081 )     1,239,037  
Less preferred stock dividends     4,498                   4,498  
Net earnings attributable to common stockholders   $ 1,181,470     $ 151,150     $ (98,081 )   $ 1,234,539  
Weighted average common shares outstanding—Basic     630,356       148,532               737,305 (W)
Weighted average common shares outstanding—Diluted     654,818       149,383               764,125 (W)
Net earnings per share attributable to common stockholders—Basic   $ 1.87     $ 1.02             $ 1.67  
Net earnings per share attributable to common stockholders—Diluted   $ 1.86     $ 1.01             $ 1.66  

 

 

6

 

 

PROLOGIS, INC.

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

 

For the year ended December 31, 2018

 

(In thousands, except per share data)

 

    Historical (A)     Liberty
Pro Forma
    DCT
Pro Forma
    Pro Forma   
    Prologis     Liberty     DCT*     Adjustments     Adjustments     Combined  
Revenues:                                                
Rental   $ 2,388,791     $ 596,736     $ 219,204     $ 17,172 (L)   $ 63,218 (R)   $ 3,285,121  
Strategic capital     406,300       8,844       672             193       416,009  
Development management and other     9,358       73,224             (M)           82,582  
Total revenues     2,804,449       678,804       219,876       17,172       63,411       3,783,712  
Expenses:                                                
Rental     600,648       146,590       53,270       (M)     15,304       815,812  
Strategic capital     157,040       8,130                         165,170  
General and administrative     238,985       59,194       20,288       (M)     5,829       324,296  
Depreciation and amortization     947,214       194,312       83,499       182,408 (N)     75,513 (S)     1,482,946  
Other     13,560       136,620       245       (M)     70       150,495  
Total expenses     1,957,447       544,846       157,302       182,408       96,716       2,938,719  
Operating income before gains on real estate transactions, net     847,002       133,958       62,574       (165,236 )     (33,305 )     844,993  
Gains on real estate transactions, net     840,996       81,514       43,974                   966,484  
Operating income     1,687,998       215,472       106,548       (165,236 )     (33,305 )     1,811,477  
Other income (expense):                                                
Earnings from unconsolidated entities, net     298,260       21,382       2,166       (3,004 )(O)     (959 )(T)     317,845  
Interest expense     (229,141 )     (87,642 )     (32,183 )     39,075 (P)     5,070 (U)     (304,821 )
Interest and other income (expense), net     14,663       6,832       (80 )           (23 )     21,392  
Foreign currency and derivative gains, net     117,096                                 117,096  
Losses on early extinguishment of debt, net     (2,586 )                             (2,586 )
Total other income (expense)     198,292       (59,428 )     (30,097 )     36,071       4,088       148,926  
Earnings before income taxes     1,886,290       156,044       76,451       (129,165 )     (29,217 )     1,960,403  
Total income tax expense     63,330       7,258       221             64       70,873  
Consolidated net earnings     1,822,960       148,786       76,230       (129,165 )     (29,281 )     1,889,530  
Less net earnings attributable to noncontrolling interests     173,599       4,490       3,291       (2,792 )(Q)     (474 )(V)     178,114  
Net earnings attributable to controlling interests     1,649,361       144,296       72,939       (126,373 )     (28,807 )     1,711,416  
Less preferred stock dividends     5,935                               5,935  
Net earnings attributable to common stockholders   $ 1,643,426     $ 144,296     $ 72,939     $ (126,373 )   $ (28,807 )   $ 1,705,481  
Weighted average common shares outstanding—Basic     567,367       147,275       93,956                       735,712 (W)
Weighted average common shares outstanding—Diluted     590,239       148,221       93,981                       763,209 (W)
Net earnings per share attributable to common stockholders—Basic   $ 2.90     $ 0.98     $ 0.77                     $ 2.32  
Net earnings per share attributable to common stockholders—Diluted   $ 2.87     $ 0.97     $ 0.77                     $ 2.30  

 

 

DCT amounts reflect the six months ended June 30, 2018.

 

7

 

 

PROLOGIS, L.P.

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

 

September 30, 2019

 

(In thousands)

 

    Historical (A)     Pro Forma     Pro Forma  
    Prologis     Liberty     Adjustments     Combined  
ASSETS                                
Investments in real estate properties   $ 34,911,650     $ 6,805,875     $ 4,658,579 (B)   $ 46,376,104  
Less accumulated depreciation     5,287,640       1,040,249       (1,040,249 )(C)     5,287,640  
Net investments in real estate properties     29,624,010       5,765,626       5,698,828       41,088,464  
Investments in and advances to unconsolidated entities     5,886,820       347,880       115,421 (D)     6,350,121  
Assets held for sale or contribution     799,017       226,504       80,768 (E)     1,106,289  
Net investments in real estate     36,309,847       6,340,010       5,895,017       48,544,874  
Lease right-of-use assets     437,038       17,664       2,597 (F)     457,299  
Cash and cash equivalents     1,024,994       605,465             1,630,459  
Other assets     1,676,306       375,593       300,882 (G)     2,352,781  
Total assets   $ 39,448,185     $ 7,338,732     $ 6,198,496     $ 52,985,413  
LIABILITIES AND CAPITAL                                
Liabilities:                                
Debt   $ 11,459,223     $ 3,031,267     $ 204,392 (H)   $ 14,694,882  
Lease liabilities     432,122       18,379       2,616 (F)     453,117  
Accounts payable and accrued expenses     808,898       157,404             966,302  
Other liabilities     812,365       226,239       122,620 (I)     1,161,224  
Total liabilities     13,512,608       3,433,289       329,628       17,275,525  
Capital:                                
Partners’ capital     23,158,553       3,905,163       5,868,468 (J)     32,932,184  
Noncontrolling interests     2,777,024       280       400 (K)     2,777,704  
Total capital     25,935,577       3,905,443       5,868,868       35,709,888  
Total liabilities and capital   $ 39,448,185     $ 7,338,732     $ 6,198,496     $ 52,985,413  

 

8

 

 

PROLOGIS, L.P.

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

 

For the nine months ended September 30, 2019

 

(In thousands, except per share data)

 

    Historical (A)     Pro Forma     Pro Forma  
    Prologis     Liberty     Adjustments     Combined  
Revenues:                                
Rental   $ 2,107,961     $ 479,644     $ 1,588 (L)   $ 2,589,193  
Strategic capital     393,416       7,018             400,434  
Development management and other     3,228       2,099       (M)     5,327  
Total revenues     2,504,605       488,761       1,588       2,994,954  
Expenses:                                
Rental     550,070       118,250       (M)     668,320  
Strategic capital     138,668       5,983             144,651  
General and administrative     201,176       42,903       (M)     244,079  
Depreciation and amortization     850,639       130,501       127,814 (N)     1,108,954  
Other     9,643       2,712       (M)     12,355  
Total expenses     1,750,196       300,349       127,814       2,178,359  
Operating income before gains on real estate transactions, net     754,409       188,412       (126,226 )     816,595  
Gains on real estate transactions, net     535,717       21,125             556,842  
Operating income     1,290,126       209,537       (126,226 )     1,373,437  
Other income (expense):                                
Earnings from unconsolidated entities, net     151,524       10,966       (2,395 )(O)     160,095  
Interest expense     (179,873 )     (76,644 )     28,373 (P)     (228,144 )
Interest and other income, net     12,876       12,446             25,322  
Foreign currency and derivative gains, net     70,267                   70,267  
Losses on early extinguishment of debt, net     (16,086 )                 (16,086 )
Total other income (expense)     38,708       (53,232 )     25,978       11,454  
Earnings before income taxes     1,328,834       156,305       (100,248 )     1,384,891  
Total income tax expense     53,230       1,449             54,679  
Consolidated net earnings     1,275,604       154,856       (100,248 )     1,330,212  
Less net earnings attributable to noncontrolling interests     54,018       235       (4 )(Q)     54,249  
Net earnings attributable to controlling interests     1,221,586       154,621       (100,244 )     1,275,963  
Less preferred unit distributions     4,498                   4,498  
Net earnings attributable to common unitholders   $ 1,217,088     $ 154,621     $ (100,244 )   $ 1,271,465  
Weighted average common units outstanding—Basic     641,077       152,045               750,384 (W)
Weighted average common units outstanding—Diluted     654,818       152,896               764,125 (W)
Net earnings per unit attributable to common unitholders—Basic   $ 1.87     $ 1.02             $ 1.67  
Net earnings per unit attributable to common unitholders—Diluted   $ 1.86     $ 1.01             $ 1.66  

 

9

 

 

PROLOGIS, L.P.

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

 

For the year ended December 31, 2018

 

(In thousands, except per share data)

 

    Historical (A)     Liberty
Pro Forma
    DCT
Pro Forma
    Pro Forma  
    Prologis     Liberty     DCT*     Adjustments     Adjustments     Combined  
Revenues:                                                
Rental   $ 2,388,791     $ 596,736     $ 219,204     $ 17,172 (L)   $ 63,218 (R)   $ 3,285,121  
Strategic capital     406,300       8,844       672             193       416,009  
Development management and other     9,358       73,224             (M)           82,582  
Total revenues     2,804,449       678,804       219,876       17,172       63,411       3,783,712  
Expenses:                                                
Rental     600,648       146,590       53,270       (M)     15,304       815,812  
Strategic capital     157,040       8,130                         165,170  
General and administrative     238,985       59,194       20,288       (M)     5,829       324,296  
Depreciation and amortization     947,214       194,312       83,499       182,408 (N)     75,513 (S)     1,482,946  
Other     13,560       136,620       245       (M)     70       150,495  
Total expenses     1,957,447       544,846       157,302       182,408       96,716       2,938,719  
Operating income before gains on real estate transactions, net     847,002       133,958       62,574       (165,236 )     (33,305 )     844,993  
Gains on real estate transactions, net     840,996       81,514       43,974                   966,484  
Operating income     1,687,998       215,472       106,548       (165,236 )     (33,305 )     1,811,477  
Other income (expense):                                                
Earnings from unconsolidated entities, net     298,260       21,382       2,166       (3,004 )(O)     (959 )(T)     317,845  
Interest expense     (229,141 )     (87,642 )     (32,183 )     39,075 (P)     5,070 (U)     (304,821 )
Interest and other income (expense), net     14,663       6,832       (80 )           (23 )     21,392  
Foreign currency and derivative gains, net     117,096                               117,096  
Losses on early extinguishment of debt, net     (2,586 )                             (2,586 )
Total other income (expense)     198,292       (59,428 )     (30,097 )     36,071       4,088       148,926  
Earnings before income taxes     1,886,290       156,044       76,451       (129,165 )     (29,217 )     1,960,403  
Total income tax expense     63,330       7,258       221             64       70,873  
Consolidated net earnings     1,822,960       148,786       76,230       (129,165 )     (29,281 )     1,889,530  
Less net earnings attributable to noncontrolling interests     124,712       1,087       754       (5 )(Q)     186 (V)     126,734  
Net earnings attributable to controlling interests     1,698,248       147,699       75,476       (129,160 )     (29,467 )     1,762,796  
Less preferred unit distributions     5,935                               5,935  
Net earnings attributable to common unitholders   $ 1,692,313     $ 147,699     $ 75,476     $ (129,160 )   $ (29,467 )   $ 1,756,861  
Weighted average common units outstanding—Basic     575,798       150,795       97,223                       748,768 (W)
Weighted average common units outstanding—Diluted     590,239       151,741       97,248                       763,209 (W)
Net earnings per unit attributable to common unitholders—Basic   $ 2.90     $ 0.98     $ 0.77                     $ 2.32  
Net earnings per units attributable to common unitholders—Diluted   $ 2.87     $ 0.97     $ 0.77                     $ 2.30  

 

 

 

* DCT amounts reflect the six months ended June 30, 2018.

 

10

 

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

(1) Preliminary Purchase Price Allocation

 

The following preliminary allocation of the Liberty purchase price is based on the preliminary estimate of the fair value of the tangible and intangible assets and liabilities of Liberty at September 30, 2019. The final determination of the allocation of the purchase price will be based on the relative fair value of such assets and liabilities as of the actual consummation date of the Mergers and will be completed after the Mergers are consummated. Such final determination of the purchase price may be significantly different from the preliminary estimates used in the pro forma financial statements.

 

The estimated purchase price of Liberty of $9.8 billion (as calculated in the manner described above) is allocated to the tangible and intangible assets acquired and assumed liabilities based on the following preliminary basis at September 30, 2019 (dollar amounts in thousands):

 

Investments in real estate properties, net   $ 11,464,454  
Investments in and advances to unconsolidated entities     463,301  
Assets held for sale or contribution     307,272  
Cash, lease right-of-use assets and other assets, including lease intangible assets     1,302,201  
Debt     (3,235,659 )
Accounts payable, accrued expenses, lease liabilities and other liabilities, including lease intangible liabilities     (527,258 )
Noncontrolling interests     (680 )
Total estimated purchase price, including transaction costs   $ 9,773,631  

 

(2) Historical Financial Statements

 

(A)       In order to conform to the current Prologis presentation, we condensed and reclassified certain amounts presented in the historical financial statements of Prologis, Liberty and DCT.

 

(3) Liberty Pro Forma Adjustments

 

Adjustments for Pro Forma Condensed Combined Balance Sheets:

 

Unless otherwise indicated, the pro forma adjustments apply to both Prologis and Prologis OP.

 

(B)       Liberty’s real estate assets have been adjusted to their estimated fair value at September 30, 2019. We estimated the fair value of each property generally by applying a capitalization rate to the estimated net operating income and adding a portfolio premium to the property based on the relative fair value of the property in comparison to the total portfolio, excluding real estate assets classified as Assets Held for Sale or Contribution. We determined the capitalization rates that were appropriate by market, based on recent appraisals, transactions or other market data. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale.

 

(C)       Liberty’s historical accumulated depreciation balance is eliminated.

 

(D)       Liberty’s investments in and advances to unconsolidated entities have been adjusted to their estimated fair value at September 30, 2019. The fair values for the investments were calculated using similar valuation methods as those used for consolidated real estate assets and debt.

 

11

 

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

 

(3) Liberty Pro Forma Adjustments (Continued)

 

(E)       At September 30, 2019, Liberty had ten operating properties and three land parcels that were classified as held for sale and carried at the lesser of cost or fair value less costs to sell. Adjustments to Liberty’s historical balances associated with these properties reflect the real estate assets at their sales value less costs to sell. Additionally, Prologis intends to dispose of a portion of the acquired real estate assets from Liberty, including both non-strategic logistics and non-industrial properties over the next 12 months. There was no pro forma adjustment made to reflect Prologis’ future intent to sell these properties.

 

(F)       Liberty’s lease right-of-use assets and lease liabilities for ground and office space leases, in which Liberty is the lessee, were adjusted to their estimated value at September 30, 2019. We estimated the value of each lease by calculating the present value of the future minimum rental payments at September 30, 2019 using Prologis’ weighted average incremental borrowing rate of 3.8%. The weighted average remaining lease term for these operating leases was 47 years at September 30, 2019.

 

(G)       Adjustments to Liberty’s historical balance of other assets are as follows (in thousands):

 

Elimination of straight-line rent receivable   $ (124,509 )
Elimination of previously acquired lease intangible assets     (159,716 )
Elimination of deferred financing costs     (2,520 )
Recognition of value of acquired lease intangible assets     587,627  
Total   $ 300,882  

 

The fair value of acquired lease intangible assets includes leasing commissions, foregone rent and above market leases. We recognize an asset for leasing commissions based on our estimate of the cost to lease space in the applicable markets. Foregone rents include the value of the revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant, in each of the applicable markets. An asset was recognized for acquired leases with favorable rents based on our best estimate of current market rents in each of the applicable markets.

 

(H)       Liberty’s debt balances have been adjusted to their estimated fair value at September 30, 2019. Fair value was estimated based on contractual future cash flows discounted using borrowing spreads and market interest rates that would have been available to us for the issuance of debt with similar terms and remaining maturities.

 

(I)        Adjustments to Liberty’s historical balance of other liabilities are as follows (in thousands):

 

Elimination of previously acquired lease intangible liabilities   $ (12,577 )
Recognition of value of acquired lease intangible liabilities     135,197  
Total   $ 122,620  

 

The fair value of acquired lease intangible liabilities includes a liability for acquired leases with unfavorable rents based on our best estimate of current market rents in each of the applicable markets.

 

(J)       Adjustments represent the elimination of historical Liberty balances and the issuance of Prologis common stock and Prologis OP common units in exchange for Liberty common shares and Liberty OP common units in the Mergers. The adjustment for the limited partnership unitholders at September 30, 2019 is based on the limited partnership unitholders’ ownership percentage in the fair value adjustments described above.

 

12

 

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

 

(3) Liberty Pro Forma Adjustments (Continued)

 

(K)       The adjustment for noncontrolling interests in the consolidated entities at September 30, 2019 is based on the noncontrolling interests’ share in the fair value adjustments described above.

 

Adjustments for Pro Forma Condensed Combined Statements of Income:

 

The pro forma adjustments to the Condensed Combined Statements of Income assume that a purchase price allocation done as of January 1, 2018 was equivalent to amounts assigned based on the estimated purchase price allocation done at September 30, 2019 and reflected in the Pro Forma Condensed Combined Balance Sheets.

 

(L)       Rental revenue is adjusted to remove $16.0 million and $19.8 million of Liberty’s historical straight-line rent and amortization of the asset or liability from acquired leases with favorable or unfavorable market rents for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively. Rental revenue is further adjusted to recognize $17.6 million and $37.0 million attributed to acquired leases on a straight-line basis and the amortization of the asset or liability from the acquired leases with favorable or unfavorable rents for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively. For purposes of the favorable and unfavorable rent adjustments, we estimated a weighted average remaining lease term associated with these leases of five years.

 

(M)       We expect that the Mergers will create significant corporate general and administrative as well as property operating cost savings. There can be no assurance that we will be successful in achieving these anticipated cost savings. As these adjustments cannot be factually supported, we have not included any estimate of the expected future cost savings. Additionally, certain development activities that Prologis does not plan to continue were included in Development Management and Other Revenues and Other Expenses. However, we have not included any estimate of the expected adjustment to revenues and expenses for these activities.

 

(N)       Depreciation and amortization expense is adjusted to remove $130.4 million and $161.9 million of Liberty’s historical depreciation and amortization expense, excluding impairment charges recognized by Liberty, and recognize $258.2 million and $344.3 million of depreciation and amortization expense for the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively. For purposes of this adjustment, we estimated the various components of the real estate acquired and used an estimated average useful life of 30 years for operating properties and an estimated weighted average remaining lease term associated with in-place leases at September 30, 2019 that approximated four years.

 

(O)       We adjusted Liberty’s investment in unconsolidated entities to fair value. As a result, we adjusted the equity in earnings that Liberty recognized from these entities to reflect the impact the amortization of these fair value adjustments would have had on earnings from these unconsolidated entities.

 

(P)       We adjusted Liberty’s interest expense based on the fair value of debt. The adjustment to interest expense includes the removal of Liberty’s historical interest expense, including amortization of deferred financing costs and debt premiums and discounts, and calculation of interest expense based on the estimated fair value of acquired debt, net of amounts capitalized. The weighted average interest rate associated with the debt at fair value was 2.3% at September 30, 2019 (see note H).

 

(Q)       An adjustment was made to reflect the income allocated to noncontrolling interests in the co-investment entities that Liberty consolidates to reflect the impact the amortization of these fair value adjustments would have had on the earnings of the noncontrolling interests or third parties. In addition, an adjustment was made to reflect the limited partnership unitholders’ ownership percentage of 2.2% in all of the pro forma adjustments described above.

 

13

 

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

 

(4) DCT Pro Forma Adjustments

 

Adjustments for Pro Forma Condensed Combined Statements of Income:

 

Unless otherwise indicated, the pro forma adjustments described below apply to both Prologis and Prologis OP.

 

The historical results for DCT represent the period from January 1, 2018 through June 30, 2018. The historical results of Prologis include the results of DCT from the DCT Transaction date of August 22, 2018 through December 31, 2018. Therefore, the pro forma adjustment column includes the financial results from July 1, 2018 through August 21, 2018 and pro forma adjustments from January 1, 2018 through August 21, 2018.

 

(R)       Rental revenue is adjusted to remove DCT’s historical straight-line rent and amortization of the asset or liability from acquired leases with favorable or unfavorable market rents. Rental revenue is further adjusted to recognize acquired leases on a straight-line basis and the amortization of the asset or liability from the acquired leases with favorable or unfavorable rents. For purposes of the favorable and unfavorable rent adjustments, we estimated a weighted average remaining lease term associated with these leases of four years.

 

(S)       Depreciation and amortization expense is adjusted to remove DCT’s historical depreciation and amortization expense and recognize the pro forma new expense. For purposes of this adjustment, we estimated the various components of the real estate acquired and used an estimated average useful life of 30 years for operating properties and an estimated weighted average remaining lease term associated with the in-place leases of six years.

 

(T)       We adjusted DCT’s investment in unconsolidated entities to fair value. As a result, we adjusted the equity in earnings that DCT recognized from these entities to reflect the impact the amortization of these fair value adjustments would have had on earnings from these unconsolidated entities.

 

(U)       The adjustment to interest expense includes the removal of DCT’s historical interest expense, including amortization of deferred financing costs and debt premiums and discounts, and calculation of interest expense based on the estimated fair value of acquired debt, net of amounts capitalized. The weighted average interest rate associated with the debt at fair value was 3.5% at June 30, 2018.

 

(V)       An adjustment was made to reflect the income allocated to noncontrolling interests in the co-investment entities that DCT consolidated to reflect the impact the amortization of these fair value adjustments would have had on the earnings of the noncontrolling interests or third parties. In addition, an adjustment was made to reflect the limited partnership unitholders’ ownership percentage of 3.6% in all of the pro forma adjustments described above.

 

14

 

 

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

 

(5) Combined Pro Forma Adjustments

 

(W)       The unaudited pro forma adjustments to shares or units outstanding used in the calculation of basic earnings per share or unit attributable to common stockholders or unitholders and diluted earnings per share attributable to common stockholders or unitholders, after giving effect to the exchange ratios for the Mergers and the DCT Transaction, were as follows (in thousands):

 

    Nine Months
Ended
September 30,
2019
    Year Ended
December 31,
2018
 
Prologis, Inc.                
Prologis weighted average common shares outstanding—Basic     630,356       567,367  
Shares issued to Liberty shareholders—pro forma basis(1)     106,949       106,949  
Shares issued to DCT stockholders—pro forma basis(2)           61,396  
Weighted average common shares outstanding—Basic     737,305       735,712  
Prologis weighted average common shares outstanding—Diluted     654,818       590,239  
Shares issued to Liberty shareholders—pro forma basis(1)     109,307       109,307  
Shares issued to DCT stockholders—pro forma basis(2)           63,663  
Weighted average common shares outstanding—Diluted     764,125       763,209  
Prologis, L.P.                
Prologis weighted average common units outstanding—Basic     641,077       575,798  
Units issued to Liberty unitholders—pro forma basis(1)     109,307       109,307  
Units issued to DCT unitholders—pro forma basis(2)           63,663  
Weighted average common units outstanding—Basic     750,384       748,768  
Prologis weighted average common units outstanding—Diluted     654,818       590,239  
Units issued to Liberty unitholders—pro forma basis(1)     109,307       109,307  
Units issued to DCT unitholders—pro forma basis(2)           63,663  
Weighted average common units outstanding—Diluted     764,125       763,209  

 

 

(1) The pro forma weighted average shares or units outstanding assumes the issuance of shares and units of Prologis common stock and Prologis OP common units in connection with the Mergers throughout all periods presented.

 

(2) The pro forma weighted average shares or units outstanding assumes each issued and outstanding share or unit of DCT common stock and common units was converted automatically into 1.02 shares or units of Prologis common stock and Prologis OP common units in connection with the DCT Transaction. Shares and units issued to DCT stockholders and DCT unitholders is for the period from January 1, 2018 through August 21, 2018, prior to the consummation of the DCT Transaction on August 22, 2018. Actual Prologis common shares and Prologis OP common units issued in the DCT Transaction are included in Prologis’ weighted average common shares and common units outstanding subsequent to August 22, 2018.

 

15

 

 

Exhibit 99.3

 

CONSOLIDATED BALANCE SHEETS OF LIBERTY PROPERTY TRUST

(Unaudited and in thousands, except share and unit amounts)

 

    September 30,
2019
    December 31,
2018
 
ASSETS                
Real estate:                
Land and land improvements   $ 1,393,474     $ 1,236,514  
Building and improvements     4,785,171       4,397,049  
Less accumulated depreciation     (1,040,249 )     (941,299 )
Operating real estate     5,138,396       4,692,264  
Development in progress     323,790       462,572  
Land held for development     303,440       296,244  
Net real estate     5,765,626       5,451,080  
Cash and cash equivalents     514,882       84,923  
Restricted cash     14,006       10,899  
Accounts receivable     16,975       14,109  
Deferred rent receivable     124,509       111,372  
Deferred financing and leasing costs, net of accumulated amortization (September 30, 2019, $192,325; December 31, 2018, $165,553)     162,235       157,823  
Investments in and advances to unconsolidated joint ventures     347,880       350,981  
Assets held for sale     226,504       502,207  
Right of use asset     17,664        
Prepaid expenses and other assets     148,451       251,000  
Total assets   $ 7,338,732     $ 6,934,394  
LIABILITIES                
Mortgage loans, net   $ 297,326     $ 395,202  
Unsecured notes, net     2,633,941       2,285,698  
Credit facilities     100,000       411,846  
Accounts payable     54,953       62,943  
Accrued interest     36,530       22,309  
Dividend and distributions payable     65,921       60,560  
Lease liabilities     18,379        
Other liabilities     204,963       270,396  
Liabilities held for sale     15,939       21,131  
Total liabilities     3,427,952       3,530,085  
Noncontrolling interest - operating partnership - 213,483 and 301,483 preferred units outstanding as of September 30, 2019 and December 31, 2018, respectively     5,337       7,537  
EQUITY                
Liberty Property Trust shareholders’ equity                
Common shares of beneficial interest, $.001 par value, 283,987,000 shares authorized; 157,755,598 and 147,899,354 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively     158       148  
Additional paid-in capital     4,145,822       3,691,778  
Accumulated other comprehensive loss     (64,496 )     (55,243 )
Distributions in excess of net income     (238,629 )     (306,822 )
Total Liberty Property Trust shareholders’ equity     3,842,855       3,329,861  
Noncontrolling interest – operating partnership - 3,494,049 and 3,520,205 common units outstanding as of September 30, 2019 and December 31, 2018, respectively     62,308       61,471  
Noncontrolling interest – consolidated joint ventures     280       5,440  
Total equity     3,905,443       3,396,772  
Total liabilities, noncontrolling interest - operating partnership and equity   $ 7,338,732     $ 6,934,394

 

 

See accompanying notes.

 

1

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF LIBERTY PROPERTY TRUST

(Unaudited and in thousands, except per share amounts)

 

    Three Months Ended  
    September 30,
2019
    September 30,
2018
 
REVENUE                
Rental revenue   $ 162,912     $ 148,330  
Development service fee income     257       12,956  
Total revenue     163,169       161,286  
EXPENSES                
Rental property     12,012       12,871  
Real estate taxes     23,001       22,693  
General and administrative     10,186       9,807  
Leasing expense     3,082       2,610  
Other operating expense     3,166       3,169  
Interest expense     25,791       23,133  
Depreciation and amortization     43,972       41,004  
Development service fee expense     168       12,924  
Total expenses     121,378       128,211  
                 
Interest and other income     2,630       3,474  
Gain on property dispositions     15,168       2,002  
Equity in earnings of unconsolidated joint ventures     1,776       6,766  
Income from continuing operations before income taxes     61,365       45,317  
Income taxes     (878 )     (444 )
Income from continuing operations     60,487       44,873  
Discontinued operations (including gain on asset sales, net of impairments, of $37.2 million and $94.9 million for the three months ended September 30, 2019 and 2018, respectively)     42,189       109,198  
Net income     102,676       154,071  
Noncontrolling interest – operating partnership     (2,309 )     (3,696 )
Noncontrolling interest – consolidated joint ventures     (3 )     (232 )
Net income available to common shareholders   $ 100,364     $ 150,143  
                 
Net income   $ 102,676     $ 154,071  
Other comprehensive loss - foreign currency translation     (7,056 )     (3,015 )
Other comprehensive income - derivative instruments     83       6  
Other comprehensive loss     (6,973 )     (3,009 )
Total comprehensive income     95,703       151,062  
Less: comprehensive income attributable to noncontrolling interest     (2,463 )     (3,858 )
Comprehensive income attributable to common shareholders   $ 93,240     $ 147,204  
Earnings per common share                
Basic:                
Income from continuing operations   $ 0.39     $ 0.30  
Income from discontinued operations     0.28       0.72  
Income per common share – basic   $ 0.67     $ 1.02  
Diluted:                
Income from continuing operations   $ 0.39     $ 0.29  
Income from discontinued operations     0.27       0.72  
Income per common share – diluted   $ 0.66     $ 1.01  
Weighted average number of common shares outstanding                
Basic     150,140       147,324  
Diluted     150,979       148,271  
Amounts attributable to common shareholders                
Income from continuing operations   $ 59,091     $ 43,713  
Discontinued operations     41,273       106,430  
Net income available to common shareholders   $ 100,364     $ 150,143  

  

See accompanying notes.

 

2

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF LIBERTY PROPERTY TRUST

(Unaudited and in thousands, except per share amounts)

 

    Nine Months Ended  
    September 30,
2019
    September 30,
2018
 
REVENUE                
Rental revenue   $ 479,644     $ 439,812  
Development service fee income     2,099       59,132  
Total revenue     481,743       498,944  
EXPENSES                
Rental property     39,780       39,340  
Real estate taxes     68,862       65,988  
General and administrative     35,483       32,747  
Leasing expense     9,608       8,189  
Other operating expense     8,690       7,467  
Interest expense     76,644       66,189  
Depreciation and amortization     130,402       120,586  
Development service fee expense     1,848       120,799  
Impairment charges - real estate assets     99       26,000  
Total expenses     371,416       487,305  
                 
Interest and other income     13,887       8,737  
Gain on property dispositions     21,125       54,705  
Equity in earnings of unconsolidated joint ventures     10,966       20,958  
Income from continuing operations before income taxes     156,305       96,039  
Income taxes     (1,449 )     (1,884 )
Income from continuing operations     154,856       94,155  
Discontinued operations (including gain on asset sales, net of impairments and debt extinguishment loss, of $87.4 million and $184.7 million for the nine months ended September 30, 2019 and 2018, respectively)     105,905       224,531  
Net income     260,761       318,686  
Noncontrolling interest – operating partnership     (6,126 )     (7,738 )
Noncontrolling interest – consolidated joint ventures     (170 )     (1,010 )
Net income available to common shareholders   $ 254,465     $ 309,938  
                 
Net income   $ 260,761     $ 318,686  
Other comprehensive loss - foreign currency translation     (7,574 )     (9,221 )
Other comprehensive (loss) income - derivative instruments     (1,887 )     493  
Other comprehensive loss     (9,461 )     (8,728 )
Total comprehensive income     251,300       309,958  
Less: comprehensive income attributable to noncontrolling interest     (6,390 )     (8,545 )
Comprehensive income attributable to common shareholders   $ 244,910     $ 301,413  
Earnings per common share                
Basic:                
Income from continuing operations   $ 1.02     $ 0.62  
Income from discontinued operations     0.69       1.48  
Income per common share – basic   $ 1.71     $ 2.10  
Diluted:                
Income from continuing operations   $ 1.01     $ 0.61  
Income from discontinued operations     0.69       1.48  
Income per common share – diluted   $ 1.70     $ 2.09  
Weighted average number of common shares outstanding                
Basic     148,532       147,241  
Diluted     149,383       148,160  
Amounts attributable to common shareholders                
Income from continuing operations   $ 151,150     $ 91,051  
Discontinued operations     103,315       218,887  
Net income available to common shareholders   $ 254,465     $ 309,938  

 

See accompanying notes.

 

3

 

 

 

CONSOLIDATED STATEMENTS OF EQUITY OF LIBERTY PROPERTY TRUST

(Unaudited and in thousands)

 

    Three Months Ended September 30, 2019  
    NUMBER
OF
COMMON
SHARES
    COMMON
SHARES OF
BENEFICIAL
INTEREST
    ADDITIONAL
PAID-IN
CAPITAL
    ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
    DISTRIBUTIONS
IN EXCESS OF
NET INCOME
    TOTAL LIBERTY
PROPERTY TRUST
SHAREHOLDERS’
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
    NONCONTROLLING
INTEREST -
CONSOLIDATED
JOINT VENTURES
    TOTAL
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
(MEZZANINE)
 
Balance at July 1, 2019     148,258,042     $                  148     $ 3,687,085     $                    (57,674 )   $             (274,311 )   $ 3,355,248     $               61,839     $                           277     $ 3,417,364     $                         5,337  
Net proceeds from the issuance of common shares     9,478,556       10       457,108                   457,118                   457,118        
Net income                             100,364       100,364       2,226       3       102,593       83  
Distributions                             (64,682 )     (64,682 )     (1,272 )           (65,954 )     (83 )
Share-based compensation net of shares related to tax withholdings                 1,295                   1,295                   1,295        
Other comprehensive loss - foreign currency translation                       (6,903 )           (6,903 )     (153 )           (7,056 )      
Other comprehensive income - derivative instruments                       81             81       2             83        
Redemption of noncontrolling interests – common units     19,000             334                   334       (334 )                  
Balance at September 30, 2019     157,755,598     $ 158     $ 4,145,822     $ (64,496 )   $ (238,629 )   $ 3,842,855     $ 62,308     $ 280     $ 3,905,443     $ 5,337  

 

    Three Months Ended September 30, 2018  
    NUMBER
OF
COMMON
SHARES
    COMMON
SHARES OF
BENEFICIAL
INTEREST
    ADDITIONAL
PAID-IN
CAPITAL
    ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
    DISTRIBUTIONS
IN EXCESS OF
NET INCOME
    TOTAL LIBERTY
PROPERTY TRUST
SHAREHOLDERS’
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
    NONCONTROLLING
INTEREST -
CONSOLIDATED
JOINT VENTURES
    TOTAL
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
(MEZZANINE)
 
Balance at July 1, 2018     147,796,618     $                 148     $ 3,686,505     $ (43,383 )   $ (508,386 )   $ 3,134,884     $ 56,918     $ 5,423     $ 3,197,225     $ 7,537  
Net proceeds from the issuance of common shares     15,703             728                   728                   728        
Net income                             150,143       150,143       3,578       232       153,953       118  
Distributions                             (59,114 )     (59,114 )     (1,369 )     (228 )     (60,711 )     (118 )
Share-based compensation net of shares related to tax withholdings                 1,398                   1,398                   1,398        
Other comprehensive loss - foreign currency translation                       (2,945 )           (2,945 )     (70 )           (3,015 )      
Other comprehensive income - derivative instruments                       6             6                   6        
Balance at September 30, 2018     147,812,321     $ 148     $ 3,688,631     $ (46,322 )   $ (417,357 )   $ 3,225,100     $ 59,057     $ 5,427     $ 3,289,584     $ 7,537  

 

See accompanying notes.

 

4

 

 

CONSOLIDATED STATEMENTS OF EQUITY OF LIBERTY PROPERTY TRUST

(Unaudited and in thousands)

 

    Nine Months Ended September 30, 2019  
    NUMBER
OF
COMMON
SHARES
    COMMON
SHARES OF
BENEFICIAL
INTEREST
    ADDITIONAL
PAID-IN
CAPITAL
    ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
    DISTRIBUTIONS
IN EXCESS OF
NET INCOME
    TOTAL LIBERTY
PROPERTY TRUST
SHAREHOLDERS’
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
    NONCONTROLLING
INTEREST -
CONSOLIDATED
JOINT VENTURES
    TOTAL
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
(MEZZANINE)
 
Balance at January 1, 2019     147,899,354     $ 148     $ 3,691,778     $ (55,243 )   $ (306,822 )   $ 3,329,861     $ 61,471     $ 5,440     $ 3,396,772     $ 7,537  
Net proceeds from the issuance of common shares     9,830,088       10       462,107                   462,117                   462,117        
Net income                             254,465       254,465       5,875       170       260,510       251  
Distributions                             (186,272 )     (186,272 )     (4,371 )     (167 )     (190,810 )     (251 )
Share-based compensation net of shares related to tax withholdings                 4,828                   4,828                   4,828        
Other comprehensive loss - foreign currency translation                       (7,410 )           (7,410 )     (164 )           (7,574 )      
Other comprehensive loss - derivative instruments                       (1,843 )           (1,843 )     (44 )           (1,887 )      
Acquisition of noncontrolling interest                 (13,350 )                 (13,350 )           (5,163 )     (18,513 )      
Redemption of noncontrolling interests – common units     26,156             459                   459       (459 )                  
Redemption of noncontrolling interest - preferred units                                                           (2,200 )
Balance at September 30, 2019     157,755,598     $ 158     $ 4,145,822     $ (64,496 )   $ (238,629 )   $ 3,842,855     $ 62,308     $ 280     $ 3,905,443     $ 5,337  

 

    Nine Months Ended September 30, 2018  
    NUMBER
OF
COMMON
SHARES
    COMMON
SHARES OF
BENEFICIAL
INTEREST
    ADDITIONAL
PAID-IN
CAPITAL
    ACCUMULATED
OTHER
COMPREHENSIVE
LOSS
    DISTRIBUTIONS
IN EXCESS OF
NET INCOME
    TOTAL LIBERTY
PROPERTY TRUST
SHAREHOLDERS’
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
    NONCONTROLLING
INTEREST -
CONSOLIDATED
JOINT VENTURES
    TOTAL
EQUITY
    NONCONTROLLING
INTEREST -
OPERATING
PARTNERSHIP
(MEZZANINE)
 
Balance at January 1, 2018     147,450,691     $ 147     $ 3,674,978     $ (37,797 )   $ (549,970 )   $ 3,087,358     $ 56,159     $ 4,849     $ 3,148,366     $ 7,537  
Net proceeds from the issuance of common shares     361,630       1       5,254                   5,255                   5,255        
Net income                             309,938       309,938       7,384       1,010       318,332       354  
Distributions                             (177,325 )     (177,325 )     (4,283 )     (432 )     (182,040 )     (354 )
Share-based compensation net of shares related to tax withholdings                 8,399                   8,399                   8,399        
Other comprehensive loss - foreign currency translation                       (9,007 )           (9,007 )     (214 )           (9,221 )      
Other comprehensive income - derivative instruments                       482             482       11             493        
Balance at September 30, 2018     147,812,321     $ 148     $ 3,688,631     $ (46,322 )   $ (417,357 )   $ 3,225,100     $ 59,057     $ 5,427     $ 3,289,584     $ 7,537  

 

See accompanying notes.

 

5

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS OF LIBERTY PROPERTY TRUST

(Unaudited and in thousands)

 

    Nine Months Ended  
    September 30,
2019
    September 30,
2018
 
OPERATING ACTIVITIES                
Net income   $ 260,761     $ 318,686  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     132,511       132,276  
Amortization of deferred financing costs     3,498       2,876  
Expensed pursuit costs     864       1,675  
Impairment charges - real estate assets     21,581       26,000  
Loss on debt extinguishment     7,618        
Equity in earnings of unconsolidated joint ventures     (10,966 )     (20,958 )
Distributions from unconsolidated joint ventures     1,500        
Gain on property dispositions     (137,577 )     (239,394 )
Share-based compensation     12,405       12,310  
Development service fee accrual           61,705  
Other     (8,875 )     (3,612 )
Changes in operating assets and liabilities:                
Accounts receivable     (3,069 )     (1,543 )
Deferred rent receivable     (14,366 )     (14,782 )
Prepaid expenses and other assets     2,102       29,981  
Accounts payable     (4,729 )     (6,435 )
Accrued interest     14,221       13,695  
Other liabilities     (50,874 )     (16,035 )
Net cash provided by operating activities     226,605       296,445  
INVESTING ACTIVITIES                
Investment in properties – acquisitions     (208,786 )     (293,049 )
Investment in properties – other     (31,856 )     (34,331 )
Investments in and advances to unconsolidated joint ventures     (8,567 )     (79,036 )
Distributions from unconsolidated joint ventures     20,739       30,055  
Net proceeds from disposition of properties/land     412,474       574,542  
Investment in development in progress     (165,820 )     (165,197 )
Investment in land held for development     (60,573 )     (171,221 )
Payment of deferred leasing costs     (25,173 )     (18,452 )
Release (deposit) of escrows and other     90,660       (128,910 )
Net cash provided by (used in) investing activities     23,098       (285,599 )
FINANCING ACTIVITIES                
Net proceeds from issuance of common shares     462,117       5,255  
Share repurchases, including shares related to tax withholdings     (8,847 )     (4,638 )
Redemption of preferred units     (2,200 )      
Proceeds from unsecured notes     349,097        
Repayments of mortgage loans including prepayment penalty     (98,467 )     (31,954 )
Proceeds from credit facility     250,130       1,187,357  
Repayments on credit facility     (561,976 )     (975,456 )
Payment of deferred financing costs     (2,789 )     (15 )
Acquisition of noncontrolling interests     (18,513 )      
Distribution paid on common shares     (180,735 )     (177,210 )
Distribution to partners/noncontrolling interests     (4,960 )     (5,130 )
Net cash provided by (used in) financing activities     182,857       (1,791 )
Net increase in cash, cash equivalents and restricted cash     432,560       9,055  
Increase (decrease) in cash, cash equivalents and restricted cash related to foreign currency translation     506       (3,599 )
Cash, cash equivalents and restricted cash at beginning of period     95,822       25,685  
Cash, cash equivalents and restricted cash at end of period   $ 528,888     $ 31,141  

 

See accompanying notes.

 

6

 

 

CONSOLIDATED BALANCE SHEETS OF

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Unaudited and in thousands, except unit amounts)

 

    September 30,
2019
    December 31,
2018
 
ASSETS                
Real estate:                
Land and land improvements   $ 1,393,474     $ 1,236,514  
Building and improvements     4,785,171       4,397,049  
Less accumulated depreciation     (1,040,249 )     (941,299 )
Operating real estate     5,138,396       4,692,264  
Development in progress     323,790       462,572  
Land held for development     303,440       296,244  
Net real estate     5,765,626       5,451,080  
Cash and cash equivalents     514,882       84,923  
Restricted cash     14,006       10,899  
Accounts receivable     16,975       14,109  
Deferred rent receivable     124,509       111,372  
Deferred financing and leasing costs, net of accumulated amortization (September 30, 2019, $192,325; December 31, 2018, $165,553)     162,235       157,823  
Investments in and advances to unconsolidated joint ventures     347,880       350,981  
Assets held for sale     226,504       502,207  
Right of use asset     17,664        
Prepaid expenses and other assets     148,451       251,000  
Total assets   $ 7,338,732     $ 6,934,394  
LIABILITIES                
Mortgage loans, net   $ 297,326     $ 395,202  
Unsecured notes, net     2,633,941       2,285,698  
Credit facilities     100,000       411,846  
Accounts payable     54,953       62,943  
Accrued interest     36,530       22,309  
Distributions payable     65,921       60,560  
Lease liabilities     18,379        
Other liabilities     204,963       270,396  
Liabilities held for sale     15,939       21,131  
Total liabilities     3,427,952       3,530,085  
Limited partners’ equity - 213,483 and 301,483 preferred units outstanding as of September 30, 2019 and December 31, 2018, respectively     5,337       7,537  
OWNERS’ EQUITY                
General partner’s equity - 157,755,598 and 147,899,354 common units outstanding as of September 30, 2019 and December 31, 2018, respectively     3,842,855       3,329,861  
Limited partners’ equity – 3,494,049 and 3,520,205 common units outstanding as of September 30, 2019 and December 31, 2018, respectively     62,308       61,471  
Noncontrolling interest – consolidated joint ventures     280       5,440  
Total owners’ equity     3,905,443       3,396,772  
Total liabilities, limited partners’ equity and owners’ equity   $ 7,338,732     $ 6,934,394  

 

See accompanying notes.

 

7

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Unaudited and in thousands, except per unit amounts)

 

    Three Months Ended  
    September 30,
2019
    September 30,
2018
 
REVENUE                
Rental revenue   $ 162,912     $ 148,330  
Development service fee income     257       12,956  
Total revenue     163,169       161,286  
EXPENSES                
Rental property     12,012       12,871  
Real estate taxes     23,001       22,693  
General and administrative     10,186       9,807  
Leasing expense     3,082       2,610  
Other operating expense     3,166       3,169  
Interest expense     25,791       23,133  
Depreciation and amortization     43,972       41,004  
Development service fee expense     168       12,924  
Total expenses     121,378       128,211  
                 
Interest and other income     2,630       3,474  
Gain on property dispositions     15,168       2,002  
Equity in earnings of unconsolidated joint ventures     1,776       6,766  
Income from continuing operations before income taxes     61,365       45,317  
Income taxes     (878 )     (444 )
Income from continuing operations     60,487       44,873  
Discontinued operations (including gain on asset sales, net of impairments, of $37.2 million and $94.9 million for the three months ended September 30, 2019 and 2018, respectively)     42,189       109,198  
Net income     102,676       154,071  
Noncontrolling interest – consolidated joint ventures     (3 )     (232 )
Preferred unit distributions     (83 )     (118 )
Net income available to common unitholders   $ 102,590     $ 153,721  
Net income   $ 102,676     $ 154,071  
Other comprehensive loss - foreign currency translation     (7,056 )     (3,015 )
Other comprehensive income - derivative instruments     83       6  
Other comprehensive loss     (6,973 )     (3,009 )
Total comprehensive income   $ 95,703     $ 151,062  
Earnings per common unit                
Basic:                
Income from continuing operations   $ 0.39     $ 0.30  
Income from discontinued operations     0.28       0.72  
Income per common unit - basic   $ 0.67     $ 1.02  
Diluted:                
Income from continuing operations   $ 0.39     $ 0.29  
Income from discontinued operations     0.27       0.72  
Income per common unit - diluted   $ 0.66     $ 1.01  
Weighted average number of common units outstanding                
Basic     153,646       150,844  
Diluted     154,485       151,791  
Net income allocated to general partners   $ 100,364     $ 150,143  
Net income allocated to limited partners   $ 2,309     $ 3,696  

 

See accompanying notes.

 

8

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Unaudited and in thousands, except per unit amounts)

 

    Nine Months Ended  
    September 30, 2019     September 30, 2018  
REVENUE                
Rental revenue   $ 479,644     $ 439,812  
Development service fee income     2,099       59,132  
Total revenue     481,743       498,944  
EXPENSES                
Rental property     39,780       39,340  
Real estate taxes     68,862       65,988  
General and administrative     35,483       32,747  
Leasing expense     9,608       8,189  
Other operating expense     8,690       7,467  
Interest expense     76,644       66,189  
Depreciation and amortization     130,402       120,586  
Development service fee expense     1,848       120,799  
Impairment charges - real estate assets     99       26,000  
Total expenses     371,416       487,305  
                 
Interest and other income     13,887       8,737  
Gain on property dispositions     21,125       54,705  
Equity in earnings of unconsolidated joint ventures     10,966       20,958  
Income from continuing operations before income taxes     156,305       96,039  
Income taxes     (1,449 )     (1,884 )
Income from continuing operations     154,856       94,155  
Discontinued operations (including gain on asset sales, net of impairments and debt extinguishment loss, of $87.4 million and $184.7 million for the nine months ended September 30, 2019 and 2018, respectively)     105,905       224,531  
Net income     260,761       318,686  
Noncontrolling interest – consolidated joint ventures     (170 )     (1,010 )
Preferred unit distributions     (251 )     (354 )
Income available to common unitholders   $ 260,340     $ 317,322  
Net income   $ 260,761     $ 318,686  
Other comprehensive loss - foreign currency translation     (7,574 )     (9,221 )
Other comprehensive (loss) income - derivative instruments     (1,887 )     493  
Other comprehensive loss     (9,461 )     (8,728 )
Total comprehensive income   $ 251,300     $ 309,958  
Earnings per common unit                
Basic:                
Income from continuing operations   $ 1.02     $ 0.62  
Income from discontinued operations     0.69       1.48  
Income per common unit - basic   $ 1.71     $ 2.10  
Diluted:                
Income from continuing operations   $ 1.01     $ 0.61  
Income from discontinued operations     0.69       1.48  
Income per common unit - diluted   $ 1.70     $ 2.09  
Weighted average number of common units outstanding                
Basic     152,045       150,761  
Diluted     152,896       151,680  
Net income allocated to general partners   $ 254,465     $ 309,938  
Net income allocated to limited partners   $ 6,126     $ 7,738  

 

See accompanying notes.

 

 9

 

 

CONSOLIDATED STATEMENTS OF OWNERS’ EQUITY OF LIBERTY PROPERTY LIMITED

PARTNERSHIP

(Unaudited and in thousands)

 

     Three Months Ended September 30, 2019
   

GENERAL PARTNER'S

COMMON UNITS

    LIMITED PARTNERS' COMMON UNITS     GENERAL PARTNER’S EQUITY    

LIMITED

PARTNERS’

EQUITY  – COMMON

UNITS

    NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES    

TOTAL

OWNERS’ EQUITY

    LIMITED PARTNERS' EQUITY - PREFERRED  
Balance at July 1, 2019     148,258,042       3,513,049     $ 3,355,248     $ 61,839     $ 277     $ 3,417,364     $ 5,337  
Contributions from partners     9,478,556             458,413                   458,413        
Distributions to partners                 (64,682 )     (1,272 )           (65,954 )     (83 )
Other comprehensive loss - foreign currency translation                 (6,903 )     (153 )           (7,056 )      
Other comprehensive income - derivative instruments                 81       2             83        
Net income                 100,364       2,226       3       102,593       83  
Redemption of limited partners common units for common shares     19,000       (19,000 )     334       (334 )                  
Balance at September 30, 2019     157,755,598       3,494,049     $ 3,842,855     $ 62,308     $ 280     $ 3,905,443     $ 5,337  

 

 

    Three Months Ended September 30, 2018  
    GENERAL PARTNER'S COMMON UNITS     LIMITED PARTNERS' COMMON UNITS     GENERAL PARTNER’S EQUITY    

LIMITED

PARTNERS’

EQUITY  – COMMON

UNITS

    NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES    

TOTAL

OWNERS’ EQUITY

    LIMITED PARTNERS' EQUITY - PREFERRED  
Balance at July 1, 2018     147,796,618       3,520,205     $ 3,134,884     $ 56,918     $ 5,423     $ 3,197,225     $ 7,537  
Contributions from partners     15,703             2,126                   2,126        
Distributions to partners                 (59,114 )     (1,369 )     (228 )     (60,711 )     (118 )
Other comprehensive loss - foreign currency translation                 (2,945 )     (70 )           (3,015 )      
Other comprehensive income - derivative instruments                 6                   6        
Net income                 150,143       3,578       232       153,953       118  
Balance at September 30, 2018     147,812,321       3,520,205     $ 3,225,100     $ 59,057     $ 5,427     $ 3,289,584     $ 7,537  

 

See accompanying notes.

 

 10

 

 

CONSOLIDATED STATEMENTS OF OWNERS’ EQUITY OF LIBERTY PROPERTY LIMITED

PARTNERSHIP

(Unaudited and in thousands)

 

    Nine Months Ended September 30, 2019  
    GENERAL PARTNER'S COMMON UNITS     LIMITED PARTNERS' COMMON UNITS     GENERAL PARTNER’S EQUITY    

LIMITED

PARTNERS’

EQUITY  – COMMON

UNITS

    NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES    

TOTAL

OWNERS’ EQUITY

    LIMITED PARTNERS' EQUITY - PREFERRED  
Balance at January 1, 2019     147,899,354       3,520,205     $ 3,329,861     $ 61,471     $ 5,440     $ 3,396,772     $ 7,537  
Contributions from partners     9,830,088             466,945                   466,945        
Distributions to partners                 (186,271 )     (4,371 )     (167 )     (190,809 )     (251 )
Other comprehensive loss - foreign currency translation                 (7,410 )     (164 )           (7,574 )      
Other comprehensive loss - derivative instruments                 (1,843 )     (44 )           (1,887 )      
Net income                 254,464       5,875       170       260,509       251  
Redemption of limited partners common units for common shares     26,156       (26,156 )     459       (459 )                  
Acquisition of noncontrolling interest                 (13,350 )           (5,163 )     (18,513 )      
Redemption of noncontrolling interest preferred units                                         (2,200 )
Balance at September 30, 2019     157,755,598       3,494,049     $ 3,842,855     $ 62,308     $ 280     $ 3,905,443     $ 5,337  

 

    Nine Months Ended September 30, 2018  
    GENERAL PARTNER'S COMMON UNITS     LIMITED PARTNERS' COMMON UNITS     GENERAL PARTNER’S EQUITY    

LIMITED

PARTNERS’

EQUITY  – COMMON

UNITS

    NONCONTROLLING INTEREST – CONSOLIDATED JOINT VENTURES    

TOTAL

OWNERS’ EQUITY

    LIMITED PARTNERS' EQUITY - PREFERRED  
Balance at January 1, 2018     147,450,691       3,520,205     $ 3,087,358     $ 56,159     $ 4,849     $ 3,148,366     $ 7,537  
Contributions from partners     361,630             13,654                   13,654        
Distributions to partners                 (177,325 )     (4,283 )     (432 )     (182,040 )     (354 )
Other comprehensive loss - foreign currency translation                 (9,007 )     (214 )           (9,221 )      
Other comprehensive income - derivative instruments                 482       11             493        
Net income                 309,938       7,384       1,010       318,332       354  
Balance at September 30, 2018     147,812,321       3,520,205     $ 3,225,100     $ 59,057     $ 5,427     $ 3,289,584     $ 7,537  

 

 

See accompanying notes.

 

 11

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS OF 

LIBERTY PROPERTY LIMITED PARTNERSHIP 

(Unaudited and in thousands)

 

    Nine Months Ended  
    September 30,
2019
    September 30,
2018
 
OPERATING ACTIVITIES                
Net income   $ 260,761     $ 318,686  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     132,511       132,276  
Amortization of deferred financing costs     3,498       2,876  
Expensed pursuit costs     864       1,675  
Impairment charges - real estate assets     21,581       26,000  
Loss on debt extinguishment     7,618        
Equity in earnings of unconsolidated joint ventures     (10,966 )     (20,958 )
Distributions from unconsolidated joint ventures     1,500        
Gain on property dispositions     (137,577 )     (239,394 )
Noncash compensation     12,405       12,310  
Development service fee accrual           61,705  
Other     (8,875 )     (3,612 )
Changes in operating assets and liabilities:                
Accounts receivable     (3,069 )     (1,543 )
Deferred rent receivable     (14,366 )     (14,782 )
Prepaid expenses and other assets     2,102       29,981  
Accounts payable     (4,729 )     (6,435 )
Accrued interest     14,221       13,695  
Other liabilities     (50,874 )     (16,035 )
Net cash provided by operating activities     226,605       296,445  
INVESTING ACTIVITIES                
Investment in properties – acquisitions     (208,786 )     (293,049 )
Investment in properties – other     (31,856 )     (34,331 )
Investments in and advances to unconsolidated joint ventures     (8,567 )     (79,036 )
Distributions from unconsolidated joint ventures     20,739       30,055  
Net proceeds from disposition of properties/land     412,474       574,542  
Investment in development in progress     (165,820 )     (165,197 )
Investment in land held for development     (60,573 )     (171,221 )
Payment of deferred leasing costs     (25,173 )     (18,452 )
Release (deposit) of escrows and other     90,660       (128,910 )
Net cash provided by (used in) investing activities     23,098       (285,599 )
FINANCING ACTIVITIES                
Redemption of preferred units     (2,200 )      
Proceeds from unsecured notes     349,097        
Repayments of mortgage loans including prepayment penalty     (98,467 )     (31,954 )
Proceeds from credit facility     250,130       1,187,357  
Repayments on credit facility     (561,976 )     (975,456 )
Payment of deferred financing costs     (2,789 )     (15 )
Acquisition of noncontrolling interests     (18,513 )      
Capital contributions     462,117       5,255  
Distributions to partners/noncontrolling interests     (194,542 )     (186,978 )
Net cash provided by (used in) financing activities     182,857       (1,791 )
Net increase in cash, cash equivalents and restricted cash     432,560       9,055  
Increase (decrease) in cash, cash equivalents and restricted cash related to foreign currency translation     506       (3,599 )
Cash, cash equivalents and restricted cash at beginning of period     95,822       25,685  
Cash, cash equivalents and restricted cash at end of period   $ 528,888     $ 31,141  

 

See accompanying notes

 

12

 

 

Liberty Property Trust and Liberty Property Limited Partnership 

Notes to Consolidated Financial Statements (Unaudited) 

September 30, 2019

 

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 97.8% of the common equity of the Operating Partnership at September 30, 2019. The Company owns and operates industrial properties in the United States nationally, as well as in the United Kingdom. Prior to the Company's proposed merger with Prologis, Inc. described in Note 17, the Company had intended to divest its remaining office properties (other than its headquarters) over the next few years and focus its efforts and capital solely on its industrial platform. Unless otherwise indicated, the notes to the Consolidated Financial Statements apply to both the Trust and the Operating Partnership. The terms the “Company,” “we,” “our” and “us” mean the Trust and Operating Partnership collectively.

 

The Operating Partnership is a variable interest entity (“VIE”) of the Trust as the limited partners do not have substantive kick-out or participating rights. The Trust is the primary beneficiary of the Operating Partnership as it has the power to direct the activities of the Operating Partnership and the rights to absorb 97.8% of the net income of the Operating Partnership. The Trust has no significant assets or liabilities other than its investment in the Operating Partnership. As the Operating Partnership is already consolidated in the balance sheets of the Trust, the identification of this entity as a VIE has no impact on the consolidated financial statements of the Trust. In addition, the Company holds a 20% interest in Liberty/Comcast 1701 JFK Boulevard, LP which was determined to be a VIE. The Company determined that it is not the primary beneficiary as the Company and its third party partner share control of the joint venture. The Company's maximum exposure to loss is equal to its equity investment in the joint venture which was $73.9 million and $75.1 million as of September 30, 2019 and December 31, 2018, respectively.

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. 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 U.S. 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, 2018. 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.

 

Revenue Recognition

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance (except revenue in the scope of other accounting standards, including standards related to leasing). Subsequently, the FASB issued supplementary standards providing additional guidance and targeted improvements to ASU 2014-09 (collectively, the “Revenue Standards”). The Revenue Standards provide a unified model to determine how revenue is recognized. In accordance with the Revenue Standards, the Company performs the following steps: (i) identify the contract with the customer, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations and (v) recognize revenue when (or as) a performance obligation is satisfied.

 

Upon adoption of the Revenue Standards, the Company evaluated each of its revenue streams: lease agreement revenue, development service fee revenue, deferred land sale revenue and gain or loss on sale of nonfinancial assets. The Company concluded that there are no revenue streams from its lease agreements that are covered by the Revenue Standards with the possible exception of non-lease components as further discussed below.

 

13

 

 

The Revenue Standards did not have an impact on the amount and timing of recognizing the Company's development service fee income. The Company recognizes development service fee income on a variable basis as a percentage of costs incurred on third party development contracts. Property development services, which are a single performance obligation, continue to be satisfied and recognized over time. The Company measures its progress toward completing the performance obligations under each arrangement. The measurement of the transfer of value to the customer for these services utilizes the input method (actual costs incurred against anticipated project costs) since this method best depicts the actual transfer of value promised to the customer. Estimated expected losses on such contracts are accrued in the period in which they are determinable. The total amount of consideration to be received from these projects is assessed on a quarterly basis. Based on existing contracts, substantial completion is anticipated during 2020.

 

The Company recognizes revenues from improving land sites and selling the underlying land on behalf of its development partner to home builders in the United Kingdom. These agreements typically contain a pre-emption clause and a seller's call option. The Company recognizes revenue as the pre-emption period or seller's call option lapses utilizing the output method. There was $4.5 million and $10.4 million in revenue recognized for such contracts during the three and nine months ended September 30, 2019, respectively.

 

The Revenue Standards did not have an impact on the gain or loss on sale of nonfinancial assets. The Revenue Standards require the Company to derecognize nonfinancial assets once it transfers control of a distinct nonfinancial asset or distinct in-substance nonfinancial asset. Additionally, when the Company transfers its controlling interest in a nonfinancial asset, but retains a noncontrolling ownership interest, the Company is required to measure any noncontrolling interest it receives or retains at fair value. The guidance requires companies to recognize a full gain or loss on the transaction. See Notes 5 and 7 for further discussion of sales of nonfinancial assets during the nine months ended September 30, 2019.

 

Estimated gross revenue related to the remaining performance obligations under existing contracts (before allocation of related costs and expenses) as of September 30, 2019 that will be recognized as revenue in future periods was approximately $28.1 million, which is expected to be recognized in 2019 through 2022.

 

Recently Issued Accounting Standards

 

Leases

 

In February 2016, the FASB issued Accounting Standard Update 2016-02, Leases (“ASU 2016-02”). Additional guidance and targeted improvements to ASU 2016-02 were made through the issuances of supplementary ASUs in July 2018, December 2018 and March 2019 (collectively, the "New Lease Standard"). The New Lease Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). It requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The New Lease Standard requires lessors to account for leases using an approach that is substantially equivalent to prior guidance for sales type leases, direct financing leases and operating leases.

 

The New Lease Standards limit capitalization of certain initial direct costs which were capitalizable under previous lease standards. Such costs, which were expensed during the three and nine months ended September 30, 2019, were $0.1 million and $0.7 million, respectively.

 

The Company adopted the New Lease Standard on January 1, 2019 and applied it using a modified retrospective approach whereby the cumulative effect of the adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption.

 

14

 

 

The following practical expedients available for implementation were elected:

 

a. whether an expired or existing contract meets the definition of a lease

 

b. the lease classification at the adoption date for existing or expired leases

 

c. whether costs previously capitalized as initial direct costs would continue to be amortized

 

Additionally, the Company has elected the practical expedient not to recognize right of use assets and lease liabilities with a term of one year or less.

 

The Company's leases met the criteria in the New Lease Standard to not separate non-lease components from the related lease component; therefore, the accounting for these leases remained largely unchanged from the previous standard. The Company has elected to exclude sales and other similar taxes from the measurement of lease revenue and expense and the Company has excluded those costs paid directly by lessees to third parties.

 

Lessee Disclosure

 

As of September 30, 2019, the Company had a total of five properties subject to operating ground leases in Florida, New Jersey, Kentucky and the United Kingdom with a weighted average remaining term of 47 years. These leases have remaining terms of 11 to 110 years, expiration dates of June 2030 to June 2129, and renewal options of 25 to 48 years. The Company has included in the lease terms renewal options up to the useful life of the asset constructed on the land. Payments for certain properties are subject to increases at five year intervals based upon the agreed or appraised fair market value of the leased premises on the adjustment date or the Consumer Price Index percentage increase since the base rent date. These future changes in payments are considered variable payments and do not impact the assessment of the asset or liability unless there is a significant event that triggers reassessment, such as an amendment with a change in the terms of the lease. The Company used discount rates in a range of 4.1% to 5.0% for a weighted average discount rate of 4.6%, which was derived from the Company's assessment of credit quality of the Company adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments over appropriate tenures. The Company also leases office space from unrelated third-parties. The Company recognized lease expense of $0.5 million and $1.5 million during the three and nine months ended September 30, 2019, respectively, of which $0.5 million and $1.4 million, respectively, was paid in cash. The following schedule indicates the approximate future minimum lease payments for the ground and office leases as of September 30, 2019:

 

Year   Amount  
    (in thousands)  
2019 (remainder of year)   $ 373  
2020     1,370  
2021     1,234  
2022     1,136  
2023     1,035  
Thereafter     40,684  
Total minimum payments   $ 45,832  
Imputed interest     (26,941 )
Amortization     (512 )
Lease liabilities   $ 18,379  
Deferred rent     (715 )
Right of use asset   $ 17,664  

 

As noted above, the Company adopted the New Lease Standard effective January 1, 2019. Since the Company has applied the provisions on a modified retrospective basis, the following represents approximate future minimum lease payments by year as of December 31, 2018, as applicable under ASC 840, Leases, prior to the adoption of the New Lease Standard.

 

15

 

 

Year   Amount  
    (in thousands)  
2019   $ 1,512  
2020     1,356  
2021     1,205  
2022     1,082  
2023     981  
Thereafter     40,799  
    $ 46,935  

 

The Company recorded ground lease expense of $1.5 million for the year ended December 31, 2018.

 

Lessor Disclosures

 

The Company leases its operating properties to customers under agreements that are classified as operating leases. It manages residual risk through investing in properties that it believes will appreciate in value over time.

 

Substantially all of the Company's operating leases contain provisions for specified annual increases over the rents of the prior year. Rental income from operating leases is generally recognized on a straight-line basis over the lease term when the Company has determined that the collectibility of substantially all the lease payments is probable. If the Company determines that it is not probable that substantially all of the lease payments will be collected, the Company accounts for the revenue under the lease on a cash basis. Changes in the assessment of probability are accounted for on a cumulative basis as if the lease had always been accounted for based on the current determination of the likelihood of collection potentially resulting in increased volatility of rental revenue. Some of the Company's leases have options to extend, terminate or purchase the facilities, which are considered when determining the lease term. Tenant rights to purchase an underlying asset are typically at prevailing market rates at the time of purchase. The Company does not include in the measurement of lease receivables certain variable payments, including changes in an index, until the specific events that trigger the variable payments have occurred.

 

Generally operating leases require the tenants to reimburse the Company for property tax and other expenditures that are not considered components of the lease and therefore no consideration is allocated to them as they do not result in the transfer of a good or service to the tenants. The Company has determined that all of its leases qualify for the practical expedient to not separate the lease and non-lease components because (i) the lease components are operating leases and (ii) the timing and pattern of recognition of the non-lease components are the same as the lease components. The Company applies the New Lease Standard to the combined component. Income derived from the Company's leases is recorded in rental revenue in the Company's consolidated statements of comprehensive income. Certain tenants are obligated to pay directly their obligations under their leases for real estate taxes, insurance and certain other expenses. These obligations, which have been assumed by the tenants under the terms of their respective leases, are not reflected in the Company's consolidated financial statements. To the extent any tenant responsible for these obligations under the respective lease defaults on its lease or if it is deemed probable that the tenant will fail to pay for such costs, the Company would record a liability for such obligation.

 

16

 

 

The following details the rental income and variable lease income for the three and nine months ended September 30, 2019 (in thousands):

 

    Three Months Ended
September 30, 2019
    Nine Months Ended
September 30, 2019
 
Rental income - operating leases - continuing operations   $ 127,125     $ 371,744  
Rental income - operating leases - discontinued operations     6,233       25,481  
Variable lease income - operating leases - continuing operations     35,787       107,900  
Variable lease income - operating leases - discontinued operations     2,265       8,112  

 

The following amounts reflect the estimated contractual rents due to the Company for the remainder of terms of the Company's operating leases as of September 30, 2019:

 

    (in thousands)  
Remainder of 2019   $ 220,242  
2020     500,908  
2021     452,679  
2022     382,294  
2023     314,211  
2024     259,139  
Thereafter     977,267  
Total   $ 3,106,740  

 

Other

 

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). ASU 2017-12 is designed to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The Company adopted ASU 2017-12 on January 1, 2019 and it did not have a material impact on the Company's consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract ("ASU 2018-15"). ASU 2018-15 amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 is effective for the Company beginning January 1, 2020. The Company does not anticipate the impact of ASU 2018-15 will have a material impact on the consolidated financial statements.

 

17

 

 

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):

 

    Three Months Ended     Three Months Ended  
    September 30, 2019     September 30, 2018  
    Income (Numerator)     Weighted Average Shares (Denominator)     Per Share     Income (Numerator)     Weighted Average Shares (Denominator)     Per Share  
Income from continuing operations net of noncontrolling interest - basic   $ 59,091       150,140     $ 0.39     $ 43,713       147,324     $ 0.30  
Dilutive shares for long-term compensation plans           839                   947           
Income from continuing operations net of noncontrolling interest - diluted   $ 59,091       150,979     $ 0.39     $ 43,713       148,271     $ 0.29  
Discontinued operations net of noncontrolling interests - basic   $ 41,273       150,140     $ 0.28     $ 106,430       147,324     $ 0.72  
Dilutive shares for long-term compensation plans           839                   947           
Discontinued operations net of noncontrolling interests - diluted   $ 41,273       150,979     $ 0.27     $ 106,430       148,271     $ 0.72  
Net income available to common shareholders - basic   $ 100,364       150,140     $ 0.67     $ 150,143       147,324     $ 1.02  
Dilutive shares for long-term compensation plans           839                   947          
Net income available to common shareholders - diluted   $ 100,364       150,979     $ 0.66     $ 150,143       148,271     $ 1.01  

 

    Nine Months Ended     Nine Months Ended  
    September 30, 2019     September 30, 2018  
    Income (Numerator)     Weighted Average Shares (Denominator)     Per Share     Income (Numerator)     Weighted Average Shares (Denominator)     Per Share  
Income from continuing operations net of noncontrolling interest - basic   $ 151,150       148,532     $ 1.02     $ 91,051       147,241     $ 0.62  
Dilutive shares for long-term compensation plans           851                   919          
Income from continuing operations net of noncontrolling interest - diluted   $ 151,150       149,383     $ 1.01     $ 91,051       148,160     $ 0.61  
Discontinued operations net of noncontrolling interests - basic   $ 103,315       148,532     $ 0.69     $ 218,887       147,241     $ 1.48  
Dilutive shares for long-term compensation plans           851                   919          
Discontinued operations net of noncontrolling interests - diluted   $ 103,315       149,383     $ 0.69     $ 218,887       148,160     $ 1.48  
Net income available to common shareholders - basic   $ 254,465       148,532     $ 1.71     $ 309,938       147,241     $ 2.10  
Dilutive shares for long-term compensation plans           851                   919           
Net income available to common shareholders - diluted   $ 254,465       149,383     $ 1.70     $ 309,938       148,160     $ 2.09  

 

Dilutive shares for long-term compensation plans represent the unvested common shares outstanding during the periods as well as the dilutive effect of outstanding options. There were no anti-dilutive options excluded from the computation of diluted income per common share for the three and nine months ended September 30, 2019 or 2018.

 

17

 

 

During the three and nine months ended September 30, 2019, 251,000 and 374,000 common shares, respectively, were issued upon the exercise of options. During the year ended December 31, 2018, 151,000 common shares were issued upon the exercise of options.

 

Equity Offering

 

In September 2019, the Company completed the sale of 9.2 million common shares, at a price of $50.50 per share, for net proceeds of $447.9 million. The net proceeds from this issuance were used to fund the early redemption on October 12, 2019 of the Operating Partnership's $350 million 4.75% senior notes due October 2020, repay outstanding balances on the Company's revolving credit facilities and for general corporate purposes. In conjunction with such early redemption, the Company incurred charges of approximately $9.0 million.

 

Share Repurchase

 

The Company’s Board of Trustees had authorized a share repurchase plan under which the Company may purchase up to $250 million of the Company’s outstanding common shares through September 28, 2019. Purchases made pursuant to the program may be made in either the open market or in privately negotiated transactions from time to time as permitted by securities laws and other legal requirements. There were no purchases under the plan during the three and nine months ended September 30, 2019 or for the year ended December 31, 2018.

 

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):

 

    Three Months Ended     Three Months Ended  
    September 30, 2019     September 30, 2018  
    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   $ 60,484                      $ 44,865                  
Less: Preferred unit distributions     (83 )                     (118 )                
Income from continuing operations available to common unitholders - basic   $ 60,401       153,646     $ 0.39     $ 44,747       150,844     $ 0.30  
Dilutive units for long-term compensation plans           839                     947          
Income from continuing operations available to common unitholders - diluted   $ 60,401       154,485     $ 0.39     $ 44,747       151,791     $ 0.29  
Income from discontinued operations net of noncontrolling interest consolidated joint venture - basic   $ 42,189       153,646     $ 0.28     $ 108,974       150,844     $ 0.72  
Dilutive units for long-term compensation plans           839                   947          
Income from discontinued operations net of noncontrolling interest consolidated joint venture - basic   $ 42,189       154,485     $ 0.27     $ 108,974       151,791     $ 0.72  
Income available to common unitholders - basic   $ 102,590       153,646     $ 0.67     $ 153,721       150,844     $ 1.02  
Dilutive units for long-term compensation plans           839                   947          
Income available to common unitholders - diluted   $ 102,590       154,485     $ 0.66     $ 153,721       151,791     $ 1.01  

 

18

 

 

    Nine Months Ended     Nine Months Ended  
    September 30, 2019     September 30, 2018  
    Income (Numerator)     Weighted Average Units (Denominator)     Per Unit     Income (Numerator)     Weighted Average Units (Denominator)     Per Unit  
Net income - net of noncontrolling interest - consolidated joint ventures   $ 154,872                      $ 93,557                  
Less: Preferred unit distributions     (251 )                     (354 )                 
Income from continuing operations available to common unitholders - basic     154,621       152,045     $ 1.02       93,203       150,761     $ 0.62  
Dilutive units for long-term compensation plans           851                   919          
Income from continuing operations available to common unitholders - diluted   $ 154,621       152,896     $ 1.01     $ 93,203       151,680     $ 0.61  
Income from discontinued operations net of noncontrolling interest consolidated joint venture - basic   $ 105,719       152,045     $ 0.69     $ 224,119       150,761     $ 1.48  
Dilutive units for long-term compensation plans           851                   919          
Income from discontinued operations net of noncontrolling interest consolidated joint venture - basic   $ 105,719       152,896     $ 0.69     $ 224,119       151,680     $ 1.48  
Net income available to common unitholders - basic   $ 260,340       152,045     $ 1.71     $ 317,322       150,761     $ 2.10  
Dilutive units for long-term compensation plans           851                   919          
Net income available to common unitholders - diluted   $ 260,340       152,896     $ 1.70     $ 317,322       151,680     $ 2.09  

 

Dilutive units for long-term compensation plans represent the unvested common units outstanding during the periods as well as the dilutive effect of outstanding options. There were no anti-dilutive options excluded from the computation of diluted income per common unit for the three and nine months ended September 30, 2019 or 2018.

 

During the three and nine months ended September 30, 2019, 251,000 and 374,000 common units, respectively, were issued upon exercise of options. During the year ended December 31, 2018, 151,000 common units were issued upon the exercise of options.

 

Equity Offering

 

In September 2019, the Company completed the sale of 9.2 million common units, at a price of $50.50 per share, for net proceeds of $447.9 million. The net proceeds from this issuance were used to fund the early redemption on October 12, 2019 of the Operating Partnership's $350 million 4.75% senior notes due October 2020, repay outstanding balances on the Company's revolving credit facilities and for general corporate purposes. In conjunction with such early redemption, the Company incurred charges of approximately $9.0 million.

 

Unit Repurchase

 

The Company’s Board of Trustees had authorized a share repurchase plan under which the Company may purchase up to $250 million of the Company’s outstanding common units through September 28, 2019. Purchases made pursuant to the program may be made in either the open market or in privately negotiated transactions from time to time as permitted by securities laws and other legal requirements. There were no purchases under the plan during the three and nine months ended September 30, 2019 or for the year ended December 31, 2018.

 

19

 

 

 

Note 4: Accumulated Other Comprehensive Loss

 

The following table sets forth the components of Accumulated Other Comprehensive Loss (in thousands):

 

    As of and for the nine months ended September 30,  
    2019     2018  
Foreign Currency Translation:                
Beginning balance   $ (52,862 )   $ (38,701 )
Translation adjustment     (7,574 )     (9,221 )
Ending balance     (60,436 )     (47,922 )
                 
Derivative Instruments:                
Beginning balance     (3,550 )     150  
Unrealized gain     (1,820 )     620  
Reclassification adjustment (1)     (67 )     (127 )
Ending balance     (5,437 )     643  
Total accumulated other comprehensive loss     (65,873 )     (47,279 )
Less: portion included in noncontrolling interest – operating partnership     1,377       957  
Total accumulated other comprehensive loss included in shareholders' equity/owners' equity   $ (64,496 )   $ (46,322 )

 

(1) Amounts reclassified out of Accumulated Other Comprehensive Loss/General & Limited Partner's Equity into contractual interest expense.

 

Note 5: Real Estate

 

Information on the Operating Properties and land parcels the Company acquired during the three months and nine months ended September 30, 2019 is as follows:

 

    Three Months Ended September 30, 2019     Nine Months Ended September 30, 2019  
    Number of
Buildings
    Acres of
Developable
Land
    Leaseable
Square
Feet
    Purchase
Price (in
thousands)
    Number of
Buildings
    Acres of
Developable
Land
    Leaseable
Square
Feet
    Purchase
Price (in
thousands)
 
Chicago/Minneapolis           23.5           $ 13,200             23.5           $ 13,200  
Dallas                             2             509,733       44,400  
Southern California     1             203,280       55,500       2             492,963       86,785  
United Kingdom                                   25.0             2,658  
Other:                                                                
Atlanta                                   154.7             5,000  
New Jersey                             3             488,254       78,275  
      1       23.5       203,280     $ 68,700       7       203.2       1,490,950     $ 230,318  

 

In the nine months ended September 30, 2019, the Company purchased the noncontrolling interest of three consolidated joint ventures in the following reportable segments: four buildings in Philadelphia, one building in New Jersey, one building in Dallas and one building in Southern California as well as 21.7 acres of land in Arizona, for $18.5 million.

 

20

 

 

Information on the Operating Properties and land parcels the Company sold during the three and nine months ended September 30, 2019 is as follows:

 

    Three Months Ended September 30, 2019     Nine Months Ended September 30, 2019  
    Number of
Buildings
    Acres of
Developable
Land
    Leaseable
Square
Feet
    Gross
Proceeds (in
thousands)
    Number of
Buildings
    Acres of
Developable
Land
    Leaseable
Square
Feet
    Gross
Proceeds (in
thousands)
 
Carolinas/Richmond     1             136,000     $ 14,100       1             136,000     $ 14,100  
Chicago/Minneapolis                                   11.3             2,865  
Florida                             3             150,751       23,400  
Houston           7.6             1,700             11.6             3,205  
Philadelphia     2             156,411       60,650       3             309,653       159,900  
Other:                                                                
Arizona                                   8.8             11,500  
New Jersey (1)           67.6             4,070             68.4             8,070  
DC Metro     1             290,762       92,500       2             437,234       154,250  
Southeastern PA     2             180,151       30,000       5       18.0       254,331       40,200  
      6       75.2       763,324     $ 203,020       14       118.1       1,287,969     $ 417,490  

 

(1) Includes land that the Company sold for $4.1 million to an unconsolidated joint venture in which the Company holds a 25% interest.

 

In connection with the sale of a building in the Philadelphia reportable segment in June 2019 the Company repaid a $35.9 million 4.84% mortgage loan due 2033 encumbering the property and, consequently, recognized a loss of $7.6 million on early extinguishment of debt, which is reported in discontinued operations.

 

In addition to the sale of land parcels described above, the Company also received gross proceeds of $5.5 million from the sale of non-depreciable assets in Tempe, Arizona included in Company’s Other reportable segment in the third quarter of 2019, as well as $4.0 million from the sale of non-depreciable assets in Camden, New Jersey included in the Company’s Philadelphia reportable segment during the nine months ended September 30, 2019.  Including the above-described sales of land and other non-depreciable assets, the Company recognized gains on sales of non-depreciable assets of $7.0 million and $12.9 million during the three and nine months ended September 30, 2019, respectively.

 

In addition to the transactions described above, during the three and nine months ended September 30, 2019, a subsidiary of the Company entered into an agreement with an entity affiliated with an employee of the Company, pursuant to which the Company waived its rights to purchase and develop a particular land parcel in Company’s Philadelphia reportable segment in consideration for reimbursement of a portion of the infrastructure costs totaling $3.2 million previously incurred by the Company. 

 

21

 

 

Note 6: Segment Information

 

The Company owns and operates industrial properties nationally and owns and operates certain non-core office properties in a focused group of office markets. Additionally, the Company owns certain assets in the United Kingdom. At September 30, 2019, the Company's reportable segments were based on the Company's method of internal reporting and were as follows:

 

Ÿ Carolinas/Richmond;

 

Ÿ Chicago/Minneapolis;

 

Ÿ Cincinnati/Columbus/Indianapolis;

 

Ÿ Dallas

 

Ÿ Florida;

 

Ÿ Houston;

 

Ÿ Lehigh/Central PA;

 

Ÿ Philadelphia;

 

Ÿ Southern California; and

 

Ÿ United Kingdom.

  

Certain other segments are aggregated into an "Other" category which includes the reportable segments: Arizona; Atlanta; DC Metro; New Jersey; and Southeastern Pennsylvania.

 

Comparative prior periods have been restated to reflect current segment disclosures.

 

The Company evaluates the performance of its reportable segments based on net operating income. Net operating income includes operating revenue from external customers, real estate taxes, amortization of lease transaction costs and other operating expenses which relate directly to the management and operation of the assets within each reportable segment.

 

The Company's accounting policies for the segments are the same as those used in the Company's consolidated financial statements. There are no material inter-segment transactions.

 

22

 

 

The operating information by reportable segment is as follows (in thousands):

 

    Three Months Ended     Nine Months Ended  
    September 30, 2019     September 30, 2018     September 30, 2019     September 30, 2018  
Revenue                                
Carolinas/Richmond   $ 20,377     $ 19,417     $ 61,129     $ 58,723  
Chicago/Minneapolis     17,479       17,274       52,299       50,414  
Cincinnati/Columbus/Indianapolis     4,792       4,245       13,822       13,613  
Dallas     5,953       5,537       17,252       14,300  
Florida     15,871       15,847       48,218       47,117  
Houston     19,103       16,561       51,831       48,514  
Lehigh/Central PA     38,878       39,188       118,588       115,799  
Philadelphia     9,779       10,598       32,043       33,659  
Southern California     10,510       7,914       30,660       22,226  
United Kingdom     5,900       3,523       17,857       11,579  
Other     22,768       32,119       69,717       97,853  
Segment-level revenue     171,410       172,223       513,416       513,797  
                                 
Reconciliation to total revenue                                
Development service fee income     257       12,956       2,099       59,132  
Discontinued operations     (8,498 )     (23,911 )     (33,593 )     (73,613 )
Other           18       (179 )     (372 )
 Total revenue   $ 163,169     $ 161,286     $ 481,743     $ 498,944  
                                 
Net operating income                                
Carolinas/Richmond   $ 15,638     $ 14,620     $ 47,020     $ 43,795  
Chicago/Minneapolis     10,902       10,564       33,294       31,271  
Cincinnati/Columbus/Indianapolis     3,262       2,749       9,186       9,099  
Dallas     4,035       3,666       11,848       9,274  
Florida     11,628       11,461       35,097       33,717  
Houston     12,377       9,676       32,159       28,714  
Lehigh/Central PA     29,902       29,406       89,639       86,085  
Philadelphia     7,876       7,947       25,583       28,211  
Southern California     8,200       6,496       23,524       17,675  
United Kingdom     5,421       3,234       16,131       10,662  
Other     15,507       23,213       47,727       69,620  
Net operating income     124,748       123,032       371,208       368,123  
                                 
Reconciliation to income from continuing operations                                
Interest expense (1)     (26,220 )     (24,670 )     (78,297 )     (71,331 )
Development service fee income     257       12,956       2,099       59,132  
Development service fee expense     (168 )     (12,924 )     (1,848 )     (120,799 )
Depreciation/amortization expense (1) (2)     (32,279 )     (32,243 )     (97,642 )     (97,576 )
Impairment charges - real estate assets                 (99 )     (26,000 )
Gain on property dispositions     15,168       2,002       21,125       54,705  
Equity in earnings of unconsolidated joint ventures     1,776       6,766       10,966       20,958  
General and administrative expense (1)     (10,193 )     (9,814 )     (35,559 )     (32,758 )
Leasing cost     (3,082 )     (2,610 )     (9,608 )     (8,189 )
Other operating expenses     (3,166 )     (3,169 )     (8,690 )     (7,467 )
Discontinued operations excluding losses on impairment and debt extinguishment and gain on property dispositions     (4,951 )     (14,320 )     (18,553 )     (39,842 )
Income taxes (1) (2)     (811 )     (329 )     (1,635 )     (1,539 )
Other     (592 )     196       1,389       (3,262 )
Income from continuing operations   $ 60,487     $ 44,873     $ 154,856     $ 94,155  

 

(1) Includes activity in discontinued operations.

 

(2) Excludes costs that are included in determining net operating income.

 

23

 

 

The Company's total assets by reportable segment as of September 30, 2019 and December 31, 2018 is as follows (in thousands):

 

    September 30, 2019     December 31, 2018  
Carolinas/Richmond   $ 516,811     $ 525,041  
Chicago/Minnesota     597,557       591,792  
Cincinnati/Columbus/Indianapolis     134,111       131,400  
Dallas     306,463       261,538  
Florida     550,623       547,232  
Houston     608,761       568,756  
Lehigh/Central PA     1,225,016       1,210,220  
Philadelphia     540,972       624,373  
Southern California     766,578       660,688  
United Kingdom     392,091       463,162  
Other     1,062,447       1,153,518  
Segment-level total assets     6,701,430       6,737,720  
Corporate Other     637,302       196,674  
Total assets   $ 7,338,732     $ 6,934,394  

 

Note 7: Impairment or Disposal of Long-Lived Assets

 

In 2017, the Company initiated a strategic shift whereby it adopted a plan to divest of its remaining suburban office properties. In the third quarter of 2018, the Company updated its strategy whereby it adopted a plan to divest of all of its remaining office properties. The Company determined that the strategic shift would have a major effect on its operations and financial results. As such, properties sold or those that meet the criteria to be classified as held for sale within the corporate strategy were classified within discontinued operations. Consistent with the held for sale criteria these properties are expected to be sold within one year. As a result of the classification within discontinued operations, the in-service assets and liabilities of this portfolio are required to be presented as held for sale for all prior periods presented in our Consolidated Balance Sheets. Operating results pertaining to these properties were reclassified to discontinued operations for all prior periods presented in our Consolidated Statements of Comprehensive Income.

 

The following table illustrates the number of sold or held for sale properties included in, or excluded from, discontinued operations:

 

    Held for sale as of
September 30, 2019
    Sold during the nine
months ended
September 30, 2019
    Sold during the year
ended December 31,
2018
    Total  
Properties included in discontinued operations     9       13       37       59  
Properties included in continuing operations     1       1       2       4  
Properties sold or classified as held for sale     10       14       39       63  

 

In addition, there were three land parcels comprising 74.4 acres included as held for sale as of September 30, 2019.

 

24

 

 

 

The properties held for sale with operating results in discontinued operations as of September 30, 2019 were located in the following reportable segments: one property in Chicago/Minneapolis, six properties in Philadelphia and two properties in the United Kingdom.

 

A summary of the results of operations for the properties classified as discontinued operations is as follows (in thousands):

 

    Three Months Ended     Nine Months Ended  
    September 30,
2019
    September 30,
2018
    September 30,
2019
    September 30,
2018
 
Revenues   $ 8,498     $ 23,911     $ 33,593     $ 73,613  
Operating expenses     (3,117 )     (5,329 )     (10,903 )     (17,276 )
Depreciation and amortization           (2,666 )     (2,129 )     (11,138 )
Impairment charges - real estate assets     (7,190 )           (21,482 )      
Interest and other income (expense)     4       (31 )     (57 )     (132 )
Income taxes     (5 )     (28 )     (298 )     (83 )
Loss on debt extinguishment                 (7,618 )      
Interest expense     (429 )     (1,537 )     (1,653 )     (5,142 )
Gain on property dispositions     44,428       94,878       116,452       184,689  
Income from discontinued operations     42,189       109,198       105,905       224,531  
Noncontrolling interest - operating partnership     (916 )     (2,544 )     (2,404 )     (5,232 )
Noncontrolling interest - consolidated joint venture           (224 )     (186 )     (412 )
Income from discontinued operations available to common shareholders   $ 41,273     $ 106,430     $ 103,315     $ 218,887  

 

Interest expense has been allocated to discontinued operations. The allocation of interest expense to discontinued operations was based on the ratio of net assets sold and held for sale included in discontinued operations to the sum of total net assets plus consolidated debt.

 

Capital expenditures on a cash basis related to properties within discontinued operations were $0.1 million and $3.6 million, respectively, for the three and nine months ended September 30, 2019, and $10.8 million and $38.3 million, respectively, for the three and nine months ended September 30, 2018.

 

Assets Held for Sale

 

As of September 30, 2019, 10 properties were classified as held for sale, of which nine properties met the criteria to be classified within discontinued operations and one property was classified within continuing operations. In addition, there were three land parcels comprising 74.4 acres included as held for sale as of September 30, 2019.

 

The following table illustrates aggregate balance sheet information for all held for sale properties (in thousands):

 

    September 30, 2019     December 31, 2018  
    Included in
Continuing
Operations
    Included in
Discontinued
Operations
    Total     Included in
Continuing
Operations
    Included in
Discontinued
Operations
    Total  
Land and land improvements   $ 613     $ 19,210     $ 19,823     $ 1,301     $ 113,080     $ 114,381  
Buildings and improvements     8,541       174,595       183,136       5,638       384,737       390,375  
Development in progress           10,108       10,108             9,597       9,597  
Land held for development     19,420             19,420       26,253             26,253  
Accumulated depreciation     (3,745 )     (21,592 )     (25,337 )     (1,546 )     (70,242 )     (71,788 )
Deferred financing and leasing costs, net     717       7,910       8,627       58       13,697       13,755  
Other assets     756       9,971       10,727       164       19,470       19,634  
Total assets held for sale   $ 26,302     $ 200,202     $ 226,504     $ 31,868     $ 470,339     $ 502,207  
                                                 
Total liabilities held for sale   $ 419     $ 15,520     $ 15,939     $ 141     $ 20,990     $ 21,131  

 

25

 

 

Impairment Charges - Real Estate Assets

 

The Company recorded $7.2 million and $21.6 million of impairment charges during the three and nine months ended September 30, 2019, respectively. These impairment charges were primarily related to an office building in the Company's DC Metro segment that was sold in the three months ended September 30, 2019 and is primarily included in discontinued operations in the Company's Consolidated Statements of Comprehensive Income.

 

The Company determined these impairments based on third party offer prices which are Level 2 according to the fair value hierarchy established in ASC 820.

 

The Company recorded a $26.0 million impairment charge during the nine months ended September 30, 2018. This charge related to the Camden Waterfront project located in Camden, New Jersey and reported in the Company's Philadelphia reportable segment. The Company determined this impairment based on quoted offer prices on comparable properties, which is a Level 3 fair value calculation.

 

The Company has applied reasonable estimates and judgments in evaluating each of its properties and land held for development and has determined that there are no additional valuation adjustments necessary at September 30, 2019. Should external or internal circumstances change requiring the need to shorten the holding periods or adjust the estimated future cash flows of the Company’s assets, the Company could be required to record additional impairment charges in the future.

 

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 of the Operating Partnership not held by the Trust outstanding as of September 30, 2019 have the same economic characteristics as common shares of the Trust. The 3.5 million 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 3.5 million outstanding common units based on the closing price of the common shares of the Trust at September 30, 2019 was $179.3 million.

 

Note 9: Limited Partners' Equity and Noncontrolling Interest of the Operating Partnership

 

Limited partners' equity in the accompanying financial statements represents the interests of the common and preferred units in the Operating Partnership not held by the Trust. The Operating Partnership's noncontrolling interest includes third-party ownership interests in consolidated joint venture investments.

 

Common units

 

The common units outstanding have the same economic characteristics as common shares of the Trust. The 3.5 million outstanding common units as of September 30, 2019 not held by the Trust are the limited partners' equity - common units held by persons and entities other than the Trust. 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 3.5 million outstanding common units based on the closing price of the common shares of the Trust at September 30, 2019 was $179.3 million.

 

26

 

 

Note 10: Noncontrolling Interest - Operating Partnership/Limited Partners' Equity - Preferred Units

 

As of September 30, 2019, the Company had outstanding the following cumulative preferred units of the Operating Partnership:

 

ISSUE   AMOUNT     UNITS    

LIQUIDATION

PREFERENCE

   

DIVIDEND

RATE

 
    (in 000’s)              
Series I-2   $ 5,337       213     $ 25       6.25 %

 

The preferred units are putable at the holder's option at any time and are callable at the Operating Partnership's option after a stated period of time for cash. During the nine months ended September 30, 2019, 88,000 preferred units were redeemed for $2.2 million.

 

Note 11: Indebtedness

 

In January 2019, the Company issued $350 million of 4.375% senior unsecured notes due 2029. The net proceeds from this issuance were used to repay borrowings under the Company's unsecured credit facilities and for general corporate purposes.

 

Note 12: Fair Value of Financial Instruments

 

ASC 820, Fair Value Measurements and Disclosures, provides guidance on the fair value measurement of a financial asset or liability. Inputs used to develop fair value are classified in one of three categories: Level 1 inputs (quoted prices (unadjusted) in active markets for identical assets or liabilities), Level 2 inputs (inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly) and Level 3 inputs (unobservable inputs for the asset or liability).

 

The following disclosure of estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the following estimates are not necessarily indicative of the amounts the Company could have realized on disposition of the financial instruments at December 31, 2018 and September 30, 2019. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

 

The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued interest, dividend and distributions payable and other liabilities are reasonable estimates of fair value because of the short-term nature of these instruments. The carrying value of the outstanding amounts under the Company's credit facilities is a reasonable estimate of fair value because interest rates float at a rate based on LIBOR.

 

The Company determines the fair value of its interest rate swaps by using the standard methodology of netting discounted future fixed cash payments with the discounted expected variable cash receipts. These variable cash receipts of interest rate swaps are based on expectations of future LIBOR interest rates (forward curves) estimated by observing market LIBOR interest rate curves. This is a Level 2 fair value calculation. Also, credit valuation adjustments are factored into the fair value calculations to account for potential nonperformance risk. These credit valuation adjustments were concluded to not be significant inputs for the fair value calculations for the periods presented. See Note 14 - Derivative Instruments.

 

The Company used a discounted cash flow model to determine the estimated fair value of its debt as of December 31, 2018 and September 30, 2019. This is a Level 3 fair value calculation. The inputs used in preparing the discounted cash flow model include actual maturity dates and scheduled cash flows as well as estimates for market value discount rates. The Company updates the discounted cash flow model on a quarterly basis to reflect any changes in the Company's debt holdings and changes to discount rate assumptions.

 

The following summarizes the fair value of the Company's mortgage loans and unsecured notes as of December 31, 2018 and September 30, 2019 (in thousands):

 

    Mortgage Loans     Unsecured Notes  
    Carrying Value     Fair Value     Carrying Value     Fair Value  
As of December 31, 2018   $ 395,202     $ 397,167     $ 2,285,698     $ 2,295,699  
As of September 30, 2019   $ 297,326     $ 304,689     $ 2,633,941     $ 2,821,931  

 

27

 

 

Note 13: Unconsolidated Joint Ventures

 

Liberty Property 18th & Arch LP and Liberty Property 18th & Arch Hotel, LP

 

On June 30, 2014, the Company entered into two joint ventures for the purpose of developing and owning the Comcast Technology Center (the “Project”) located in Philadelphia, Pennsylvania as part of a mixed-use development. The 60-story building includes 1.3 million square feet of leasable office space (the “Office”), which is substantially complete and fully occupied by Comcast Corporation, and a 219-room Four Seasons Hotel (the “Hotel”), which is substantially complete and opened to the public in August 2019. Costs for the development of the Project, exclusive of tenant-funded interior improvements, are anticipated to be approximately $968 million. As of September 30, 2019, the Company's investment in the project was $193.7 million and is reflected in investments in and advances to unconsolidated joint ventures in the Company's consolidated balance sheet. These joint ventures are part of the Company's Philadelphia reportable segment.

 

The two joint ventures engaged the Company as the developer of the Project pursuant to a Development Agreement by which the Company agreed, in consideration for a development fee, to be responsible for all aspects of the development of the Project and to guarantee the timely lien-free completion of construction of the Project as well as the payment, subject to certain exceptions, of any cost overruns incurred in the development of the Project. To mitigate its risk, the Company entered into guaranteed maximum price contracts (the "GMP Contracts") with a third party contractor (the "General Contractor") to construct the Project. The Company has been notified by the General Contractor that the General Contractor has incurred cost overruns comprised of amounts owed to third-party subcontractors and internal general condition costs of the General Contractor in connection with completing the Project in excess of the guaranteed maximum price payable to the General Contractor under the GMP Contracts, which guaranteed maximum price has been previously adjusted pursuant to accepted change orders. Notwithstanding the GMP Contracts, the General Contractor has generally refused to fund the cost overruns owed to third-party subcontractors, and the Company has funded, and may continue to fund, subcontractor cost overruns in compliance with its obligations under its development cost guarantee to the joint ventures. Accordingly, in periods prior to 2019, the Company accrued $69.3 million relating primarily to cost overruns that it estimated were probable of being funded to third-party subcontractors under its development cost guarantees to the joint ventures. As of September 30, 2019 and December 31, 2018, the Company's remaining accrual was $29.6 million and $67.3 million, respectively (including, in each case, estimated retainage of approximately $24 million payable to subcontractors), which accruals are included in other liabilities in the accompanying consolidated balance sheets and are reflective of amounts cumulatively funded by the Company as of those dates. The Company is accounting for the development of the Project on a variable basis as a percentage of costs incurred under the development contract. The Company recognized a loss of $61.8 million for the nine months ended September 30, 2018 in development service fee income, net of development service fee expense and other related expenses. There was no loss or gain recognized related to the Project during the three months ended September 30, 2018 or the three and nine months ended September 30, 2019. The Company intends to pursue all remedies to recover from the General Contractor any amounts expended by the Company or the joint ventures in excess of their contractual obligations.

 

In addition to the costs to comply with the Company's obligations under its development cost guarantee, other claims related to the development of the Project have been asserted by the General Contractor and certain subcontractors. Should disputes with respect to these asserted claims proceed, the Company expects that it would assert claims against the General Contractor, both with respect to the claims as to which the above-described accrual has been made, as well as with respect to the additional claims described in this paragraph. There can be no assurances that amounts incurred, including as a result of such claims, will not exceed the above estimates. The Company is not able to reasonably estimate the amount of additional costs, if any, that it may incur as a result of such claims, and accordingly any potential exposure of the Company for such claims is not included within the accrual described above. Similarly, the Company is not able to reasonably estimate the amount, if any, that the Company may recover with respect to any claims it may assert against the General Contractor. If the Company were to incur additional expenses in connection with its development cost guarantee or in connection with such claims, such amounts would be accrued when they are determined to be probable of being incurred and are reasonably estimable, and could be material to the Company's results of operations in future periods. If the Company were to subsequently recover any of the cost overruns initially funded by the Company, whether pursuant to any such claims asserted by the Company or otherwise, such recoveries would be recorded when and if realized in future periods.

 

Liberty Washington, LP

 

During the three months ended September 30, 2019, the Company concluded that a property owned by this joint venture and held for sale had an indicator of impairment resulting from a decline in the Washington, DC market fundamentals. The joint venture recognized impairment charges of $10.3 million and $26.7 million for the three and nine months ended September 30, 2019, respectively. The Company's share of these impairment charges were $2.6 million and $6.7 million, respectively, for the same periods. The impairment charges are related to the Company's DC Metro reportable segment and the Company's share is included in equity in earnings of unconsolidated joint ventures in the accompanying consolidated statements of comprehensive income.

 

28

 

 

The Company determined these impairments based on estimated future discounted cash flows. This is a Level 3 fair value calculation.

 

Cambridge Medipark Ltd

 

During the three and nine months ended September 30, 2019, Cambridge Medipark, Ltd (a joint venture in which the Company holds a 50% interest) recognized gains on the sale of land leasehold interests. The Company's share of these gains was $112,000 and $1.1 million for the three and nine months ended September 30, 2019, respectively, compared to $1.2 million and $5.0 million, respectively, for the same periods in 2018.

 

Note 14: Derivative Instruments

 

The Company borrows funds at a combination of fixed and variable rates. Borrowings under the Company's revolving credit facility and certain bank mortgage loans bear interest at variable rates. Other long-term debt typically bears interest at fixed rates. The Company's interest rate risk management objectives are to limit generally the impact of interest rate changes on earnings and cash flows and to lower the Company's overall borrowing costs. To achieve these objectives, from time to time, the Company enters into interest rate hedge contracts such as collars, swaps, caps and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. The Company generally does not hold or issue these derivative contracts for trading or speculative purposes.

 

Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and noncontrolling interest (for the Trust) and general partner's equity and limited partners’ equity - common units (for the Operating Partnership) and is subsequently reclassified into interest expense in the period that the hedged forecasted transaction affects earnings.

 

The Company determines the fair value of its interest rate swaps by netting discounted future fixed cash payments with the discounted expected variable cash receipts. These variable cash receipts of interest rate swaps are based on expectations of future LIBOR interest rates (forward curves) estimated by observing market LIBOR interest rate curves. This is a Level 2 fair value calculation. Also, credit valuation adjustments are factored into the fair value calculations to account for potential nonperformance risk. These credit valuation adjustments were concluded to be not significant inputs for the fair value calculations for the periods presented.

 

The Company holds an interest in two interest rate swap contracts (“Swaps”) that eliminate the impact of changes in interest rates on the payments required under variable rate mortgages. The Swaps had aggregate notional amounts of $65.1 million and $66.8 million at September 30, 2019 and December 31, 2018, respectively, and expire in 2020.

 

In addition, in late 2018, in anticipation of conducting the offering of senior notes described in Note 11, the Operating Partnership entered into two interest rate lock agreements tied to the U.S. treasury rate for an aggregate notional amount of $200 million. An interest rate lock is a tool used to manage interest-rate risk by effectively securing interest rates on federal government securities as of the agreement date. One agreement had a notional amount of $100 million and was settled in 2018 for $2.4 million. The second agreement had a notional amount of $100 million and was settled in 2019 for $3.3 million. The interest rate lock agreements qualified as cash flow hedges with respect to the senior notes offering and, as such, the settlements of $5.7 million are being amortized into interest expense over the respective term of the notes.

 

The Company accounts for the changes in the fair value of a derivative in accumulated other comprehensive loss and subsequently reclassifies amounts to earnings over the term that the hedged transaction affects earnings.

 

The following table presents the location in the financial statements of the gains or losses recognized related to the Company’s cash flow hedges for the three and nine months ended September 30, 2019 and 2018 (in thousands):

 

    Three Months Ended     Nine Months Ended  
    September 30,
2019
    September 30,
2018
    September 30,
2019
    September 30,
2018
 
Amount of gain related to the effective portion recognized in other
comprehensive (loss) income
  $ 13     $ 69     $ 424     $ 619  
Total Amount of Interest Expense Presented in the Consolidated
Statements of Comprehensive Income
    25,791       23,133       76,644       66,189  

 

29

 

 

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the accompanying consolidated balance sheets as of September 30, 2019 and December 31, 2018 (amounts in thousands):

 

    Derivatives
        Fair Value at:  
    Balance Sheet
Location
  September 30, 2019     December 31, 2018  
Derivatives designated as hedging
instruments:
               
Interest Rate Swaps   Other Liabilities   $ 345     $ 677  
Interest Rate Treasury Locks   Other Liabilities           3,972  
Total       $ 345     $ 4,649  

 

Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. The Company estimates that $0.5 million will be reclassified from accumulated other comprehensive loss as an increase to interest expense over the next 12 months.

 

The Company has agreements with its derivative counterparties that contain a provision whereby if the Company defaults on any of its indebtedness, including defaults where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under the agreements at their termination value including accrued interest, which totaled approximately $0.3 million as of September 30, 2019.

 

Note 15: Commitments and Contingencies

 

Environmental Matters

 

Substantially all of the Company's properties and land were subject to Phase I Environmental Assessments and when appropriate Phase II Environmental Assessments (collectively, the “Environmental Assessments”) obtained in contemplation of their acquisition by the Company or obtained by predecessor owners prior to the sale of the property or land to the Company. The Environmental Assessments did not reveal, nor is the Company aware of, any non-compliance with environmental laws, environmental liability or other environmental claim that the Company believes would likely have a material adverse effect on the Company.

 

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. As of September 30, 2019 there were no legal proceedings, claims or assessments that the Company expects to have a material adverse effect on the Company. However, see Note 13 for discussion of Comcast Technology Center.

 

Other

 

As of September 30, 2019, the Company had letter of credit obligations of $8.9 million.

 

As of September 30, 2019, the Company had 22 buildings under development. These buildings are expected to contain, when completed, a total of 4.7 million square feet of leasable space and represent an anticipated aggregate investment of $463.9 million. At September 30, 2019, development in progress totaled $323.8 million. In addition, as of September 30, 2019, the Company had invested $3.2 million in deferred leasing costs related to these development buildings.

 

The Company is also currently developing three properties for its unconsolidated joint ventures which represent an anticipated aggregate investment by the joint ventures of $35.6 million.

 

As of September 30, 2019, the Company was committed to the following:

 

$20.3 million in improvements on certain buildings and land parcels;

 

$53.1 million in future land acquisitions which it expects to complete during the year ending December 31, 2019;

 

up to $19.5 million of tenant improvements not yet completed; and

 

infrastructure improvements of approximately $1.0 million.

 

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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.

 

Two unconsolidated joint ventures in which the Company holds an interest have engaged the Company as the developer of the Comcast Technology Center (the “Project") pursuant to a Development Agreement by which the Company agrees, in consideration for a development fee, to be responsible for all aspects of the development of the Project and to guarantee the timely lien-free completion of construction of the Project as well as the payment, subject to certain exceptions, of any cost overruns incurred in the development of the Project. See Note 13 for details on the commitments and contingencies associated with the Project.

 

Note 16: Supplemental Disclosure to Consolidated Statements of Cash Flows

 

The following are supplemental disclosures to the consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 (amounts in thousands):

 

    2019     2018  
Write-off of fully depreciated/amortized property and deferred costs - properties included in continuing operations   $ 2,218     $ 7,197  
Write-off of fully depreciated/amortized property and deferred costs - properties included in discontinued operations   $     $ 11,789  
Write-off of depreciated property and deferred costs due to sale/demolition - properties included in continuing operations   $ 1,642     $ 20,273  
Write-off of depreciated property and deferred costs due to sale and related debt repayment - properties included in discontinued operations   $ 51,455     $ 99,072  
Changes in accrued development capital expenditures - properties included in continuing operations   $ (4,436 )   $ 12,361  
Changes in accrued development capital expenditures - properties included in discontinued operations   $     $ (4,628 )
Unrealized (loss) gain on cash flow hedge   $ (1,887 )   $ 493  
Capitalized equity-based compensation   $ 915     $ 727  

 

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

 

The following is a reconciliation of the Company's cash and cash equivalents and restricted cash at the beginning and end of the nine months ended September 30, 2019 and 2018 (amounts in thousands):

 

    2019     2018  
Cash and cash equivalents at beginning of period   $ 84,923     $ 11,882  
Restricted cash at beginning of period     10,899       13,803  
Cash and cash equivalents and restricted cash at beginning of period   $ 95,822     $ 25,685  
                 
Cash and cash equivalents at end of period   $ 514,882     $ 17,770  
Restricted cash at end of period     14,006       13,371  
Cash and cash equivalents and restricted cash at end of period   $ 528,888     $ 31,141  

 

Restricted cash includes tenant security deposits and escrow funds that the Company maintains pursuant to certain mortgage loans. Restricted cash also includes the undistributed proceeds from the sale of land in Kent County, United Kingdom.

 

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Note 17: Subsequent Events

 

Prepayment of Senior Notes

 

On October 12, 2019, the Company prepaid the Operating Partnership's $350 million 4.75% unsecured notes due in October 2020. The Company incurred a loss on early extinguishment of debt of approximately $9.0 million.

 

Proposed Merger with Prologis, Inc.

 

On October 27, 2019, the Trust, Leaf Holdco Company Trust, a Maryland real estate investment trust and wholly owned subsidiary of the Trust (“New Liberty Holdco”), and the Operating Partnership (collectively with the Trust and New Liberty Holdco, the “Company Parties”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prologis, Inc., a Maryland corporation (“Prologis”), Lambda REIT Acquisition LLC, a Maryland limited liability company and wholly owned subsidiary of Prologis (“Prologis Merger Sub”), Prologis, L.P., a Delaware limited partnership (“Prologis OP”), and Lambda OP Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Prologis OP (“Prologis OP Merger Sub” and, together with Prologis, Prologis Merger Sub and Prologis OP, the “Prologis Parties”).

 

The Merger Agreement provides that upon the terms and subject to the conditions set forth in the Merger Agreement, (i) a newly created indirect wholly owned subsidiary of New Liberty Holdco will merge with and into the Trust (the “Company Merger”) with the Trust continuing as the surviving entity and as an indirect wholly owned subsidiary of New Liberty Holdco; (ii) thereafter, New Liberty Holdco will merge with and into Prologis Merger Sub (the “Topco Merger” and together with the Company Merger, the “Company Mergers”), with Prologis Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Prologis; (iii) immediately after the Topco Merger, Prologis will cause all of the outstanding equity interests in the Prologis Merger Sub to be contributed to Prologis OP in exchange for the issuance by Prologis OP of partnership interests in Prologis OP to other subsidiaries of Prologis; and (iv) thereafter, Prologis OP Merger Sub will merge with and into the Operating Partnership, with the Operating Partnership continuing as the surviving entity and a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and together with the Company Merger and the Topco Merger, the “Mergers”).

 

Under the terms of the Merger Agreement, shareholders of the Trust and holders of common units in the Operating Partnership will receive 0.675 shares of Prologis common stock and limited partnership interests in Prologis OP, respectively, for each common share of the Trust or common unit in the Operating Partnership that they own.

 

The board of trustees of the Trust and the board of directors of Prologis have both unanimously approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement. The transaction, which is currently expected to close in the first quarter of 2020, is subject to the approval of the Trust’s shareholders and other customary closing conditions.

 

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