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Share Name | Share Symbol | Market | Type |
---|---|---|---|
LXP Industrial Trust | NYSE:LXP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.04 | -0.45% | 8.76 | 8.97 | 8.73 | 8.93 | 1,768,476 | 22:33:58 |
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x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Maryland (Lexington Realty Trust)
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13-3717318 (Lexington Realty Trust)
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Delaware (Lepercq Corporate Income Fund L.P.)
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13-3779859 (Lepercq Corporate Income Fund L.P.)
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(State or other jurisdiction of
incorporation of organization)
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(I.R.S. Employer
Identification No.)
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One Penn Plaza, Suite 4015, New York, NY 10119-4015
(Address of principal executive offices) (zip code)
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(212) 692-7200
(Registrant's telephone number, including area code)
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Lexington Realty Trust
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Yes
x
No
¨
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Lepercq Corporate Income Fund L.P.
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Yes
x
No
¨
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Lexington Realty Trust
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Yes
x
No
¨
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Lepercq Corporate Income Fund L.P.
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Yes
x
No
¨
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Lexington Realty Trust:
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Lepercq Corporate Income Fund L.P.:
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Lexington Realty Trust
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Yes
¨
No
x
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Lepercq Corporate Income Fund L.P.
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Yes
¨
No
x
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•
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combined reports better reflect how management and the analyst community view the business as a single operating unit;
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•
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combined reports enhance investors’ understanding of the Trust and LCIF by enabling them to view the business as a whole and in the same manner as management;
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•
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combined reports are more efficient for the Trust and LCIF and result in savings in time, effort and expense; and
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•
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combined reports are more efficient for investors by reducing duplicative disclosure and providing a single document for their review.
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PART I. — FINANCIAL INFORMATION
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ITEM 1. Financial Statement
s (Unaudited)
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PART II — OTHER INFORMATION
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June 30, 2016
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December 31, 2015
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Assets:
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Real estate, at cost
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$
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3,721,461
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$
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3,789,711
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Real estate - intangible assets
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688,749
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692,778
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Investments in real estate under construction
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108,763
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95,402
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4,518,973
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4,577,891
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Less: accumulated depreciation and amortization
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1,207,434
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1,179,969
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Real estate, net
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3,311,539
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3,397,922
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Assets held for sale
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21,045
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24,425
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Cash and cash equivalents
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59,776
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93,249
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Restricted cash
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12,767
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10,637
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Investment in and advances to non-consolidated entities
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55,245
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31,054
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Deferred expenses, net
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39,656
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42,000
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Loans receivable, net
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95,829
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95,871
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Rent receivable – current
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9,146
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7,193
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Rent receivable – deferred
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102,195
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87,547
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Other assets
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17,535
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18,505
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Total assets
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$
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3,724,733
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$
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3,808,403
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Liabilities and Equity:
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Liabilities:
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Mortgages and notes payable, net
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$
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838,385
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$
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872,643
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Revolving credit facility borrowings
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123,000
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177,000
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Term loans payable, net
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500,584
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500,076
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Senior notes payable, net
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493,944
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493,526
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Convertible guaranteed notes payable, net
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11,763
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12,126
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Trust preferred securities, net
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127,046
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126,996
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Dividends payable
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46,052
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45,440
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Liabilities held for sale
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515
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8,405
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Accounts payable and other liabilities
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43,054
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41,479
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Accrued interest payable
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9,857
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8,851
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Deferred revenue - including below market leases, net
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43,021
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42,524
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Prepaid rent
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16,395
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16,806
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Total liabilities
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2,253,616
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2,345,872
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Commitments and contingencies
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Equity:
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Preferred shares, par value $0.0001 per share; authorized 100,000,000 shares:
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Series C Cumulative Convertible Preferred, liquidation preference $96,770; 1,935,400 shares issued and outstanding
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94,016
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94,016
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Common shares, par value $0.0001 per share; authorized 400,000,000 shares, 235,075,048 and 234,575,225 shares issued and outstanding in 2016 and 2015, respectively
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24
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23
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Additional paid-in-capital
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2,775,468
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2,776,837
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Accumulated distributions in excess of net income
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(1,413,504
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)
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(1,428,908
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)
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Accumulated other comprehensive loss
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(7,520
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)
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(1,939
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)
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Total shareholders’ equity
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1,448,484
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1,440,029
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Noncontrolling interests
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22,633
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22,502
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Total equity
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1,471,117
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1,462,531
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Total liabilities and equity
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$
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3,724,733
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$
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3,808,403
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Three months ended June 30,
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Six months ended June 30,
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2016
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2015
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2016
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2015
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Gross revenues:
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Rental
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$
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101,647
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$
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102,440
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$
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205,206
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$
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202,456
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Tenant reimbursements
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7,930
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7,893
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15,987
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16,319
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Total gross revenues
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109,577
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110,333
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221,193
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218,775
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Expense applicable to revenues:
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Depreciation and amortization
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(41,272
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)
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(41,808
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)
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(84,399
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)
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(82,083
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)
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Property operating
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(11,293
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)
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(15,534
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)
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(23,371
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)
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(32,116
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)
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General and administrative
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(7,747
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)
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(7,971
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)
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(15,522
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)
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(15,792
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)
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Non-operating income
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3,553
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3,084
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6,420
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5,698
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Interest and amortization expense
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(22,679
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)
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(23,339
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)
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(45,572
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)
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(46,342
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)
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Debt satisfaction gains (charges), net
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(3,194
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)
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3,776
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(3,356
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)
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14,151
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Impairment charges
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(3,014
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)
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(113
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)
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(3,014
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)
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(1,252
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)
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Gains on sales of properties
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25,326
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21,426
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42,341
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21,574
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Income before benefit (provision) for income taxes, equity in earnings of non-consolidated entities and discontinued operations
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49,257
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49,854
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94,720
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82,613
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Benefit (provision) for income taxes
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(224
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)
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52
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(637
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)
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(389
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)
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Equity in earnings of non-consolidated entities
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312
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306
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6,054
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672
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Income from continuing operations
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49,345
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50,212
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100,137
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82,896
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Discontinued operations:
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Income (loss) from discontinued operations
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—
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(1
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)
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—
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109
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Provision for income taxes
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—
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(4
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—
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(4
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)
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Gain on sale of property
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—
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—
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—
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1,577
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Total discontinued operations
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—
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(5
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—
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1,682
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Net income
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49,345
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50,207
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100,137
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84,578
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Less net income attributable to noncontrolling interests
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(869
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)
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(875
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)
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(1,892
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)
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(1,741
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)
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Net income attributable to Lexington Realty Trust shareholders
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48,476
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49,332
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98,245
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82,837
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Dividends attributable to preferred shares – Series C
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(1,573
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)
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(1,573
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)
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(3,145
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)
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(3,145
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)
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Allocation to participating securities
|
(73
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)
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(105
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)
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(163
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)
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(192
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)
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Net income attributable to common shareholders
|
$
|
46,830
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$
|
47,654
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$
|
94,937
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$
|
79,500
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Income per common share – basic:
|
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Income from continuing operations
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$
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0.20
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$
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0.20
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$
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0.41
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$
|
0.33
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Income (loss) from discontinued operations
|
—
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—
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|
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—
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|
|
0.01
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|
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Net income attributable to common shareholders
|
$
|
0.20
|
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$
|
0.20
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$
|
0.41
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$
|
0.34
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Weighted-average common shares outstanding – basic
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232,592,998
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233,812,062
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232,617,901
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233,172,422
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Income per common share – diluted:
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Income from continuing operations
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$
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0.20
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$
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0.20
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$
|
0.41
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$
|
0.33
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Income (loss) from discontinued operations
|
—
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|
|
—
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|
|
—
|
|
|
0.01
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|
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Net income attributable to common shareholders
|
$
|
0.20
|
|
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$
|
0.20
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|
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$
|
0.41
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|
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$
|
0.34
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|
Weighted-average common shares outstanding – diluted
|
239,046,004
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|
|
239,903,370
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|
238,970,754
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|
|
239,559,842
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|
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Amounts attributable to common shareholders:
|
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|
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Income from continuing operations
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$
|
46,830
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|
|
$
|
47,659
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|
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$
|
94,937
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|
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$
|
77,818
|
|
Income (loss) from discontinued operations
|
—
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|
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(5
|
)
|
|
—
|
|
|
1,682
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|
||||
Net income attributable to common shareholders
|
$
|
46,830
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|
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$
|
47,654
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|
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$
|
94,937
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|
|
$
|
79,500
|
|
|
Three months ended June 30,
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Six months ended June 30,
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||||||||||||
|
2016
|
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2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
49,345
|
|
|
$
|
50,207
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$
|
100,137
|
|
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$
|
84,578
|
|
Other comprehensive income (loss):
|
|
|
|
|
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|
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|
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Change in unrealized gain (loss) on interest rate swaps, net
|
(956
|
)
|
|
1,466
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|
|
(5,581
|
)
|
|
(2,630
|
)
|
||||
Other comprehensive income (loss)
|
(956
|
)
|
|
1,466
|
|
|
(5,581
|
)
|
|
(2,630
|
)
|
||||
Comprehensive income
|
48,389
|
|
|
51,673
|
|
|
94,556
|
|
|
81,948
|
|
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Comprehensive income attributable to noncontrolling interests
|
(869
|
)
|
|
(875
|
)
|
|
(1,892
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)
|
|
(1,741
|
)
|
||||
Comprehensive income attributable to Lexington Realty Trust shareholders
|
$
|
47,520
|
|
|
$
|
50,798
|
|
|
$
|
92,664
|
|
|
$
|
80,207
|
|
Six Months ended June 30, 2016
|
|
Lexington Realty Trust Shareholders
|
|
|
|||||||||||||||||||||||
|
Total
|
|
Preferred Shares
|
|
Common Shares
|
|
Additional Paid-in-Capital
|
|
Accumulated Distributions in Excess of Net Income
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interests
|
||||||||||||||
Balance December 31, 2015
|
$
|
1,462,531
|
|
|
$
|
94,016
|
|
|
$
|
23
|
|
|
$
|
2,776,837
|
|
|
$
|
(1,428,908
|
)
|
|
$
|
(1,939
|
)
|
|
$
|
22,502
|
|
Repurchase of common shares
|
(8,973
|
)
|
|
—
|
|
|
—
|
|
|
(8,973
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Redemption of noncontrolling OP units for common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
(22
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)
|
|||||||
Issuance of common shares and deferred compensation amortization, net
|
7,583
|
|
|
—
|
|
|
1
|
|
|
7,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends/distributions
|
(84,580
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,841
|
)
|
|
—
|
|
|
(1,739
|
)
|
|||||||
Net income
|
100,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,245
|
|
|
—
|
|
|
1,892
|
|
|||||||
Other comprehensive loss
|
(5,581
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,581
|
)
|
|
—
|
|
|||||||
Balance June 30, 2016
|
$
|
1,471,117
|
|
|
$
|
94,016
|
|
|
$
|
24
|
|
|
$
|
2,775,468
|
|
|
$
|
(1,413,504
|
)
|
|
$
|
(7,520
|
)
|
|
$
|
22,633
|
|
Six Months ended June 30, 2015
|
|
Lexington Realty Trust Shareholders
|
|
|
|||||||||||||||||||||||
|
Total
|
|
Preferred Shares
|
|
Common Shares
|
|
Additional Paid-in-Capital
|
|
Accumulated Distributions in Excess of Net Income
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
||||||||||||||
Balance December 31, 2014
|
$
|
1,508,920
|
|
|
$
|
94,016
|
|
|
$
|
23
|
|
|
$
|
2,763,374
|
|
|
$
|
(1,372,051
|
)
|
|
$
|
404
|
|
|
$
|
23,154
|
|
Issuance of common shares upon conversion of convertible notes
|
3,733
|
|
|
—
|
|
|
—
|
|
|
3,733
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common shares and deferred compensation amortization, net
|
17,317
|
|
|
—
|
|
|
1
|
|
|
17,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Dividends/distributions
|
(84,827
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,956
|
)
|
|
—
|
|
|
(1,871
|
)
|
|||||||
Net income
|
84,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,837
|
|
|
—
|
|
|
1,741
|
|
|||||||
Other comprehensive loss
|
(2,630
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,630
|
)
|
|
—
|
|
|||||||
Balance June 30, 2015
|
$
|
1,527,091
|
|
|
$
|
94,016
|
|
|
$
|
24
|
|
|
$
|
2,784,423
|
|
|
$
|
(1,372,170
|
)
|
|
$
|
(2,226
|
)
|
|
$
|
23,024
|
|
|
Six Months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities:
|
$
|
116,920
|
|
|
$
|
112,509
|
|
Cash flows from investing activities:
|
|
|
|
|
|
||
Acquisition of real estate, including intangible assets
|
(27,197
|
)
|
|
(197,926
|
)
|
||
Investment in real estate under construction
|
(65,102
|
)
|
|
(62,290
|
)
|
||
Capital expenditures
|
(1,256
|
)
|
|
(5,343
|
)
|
||
Net proceeds from sale of properties
|
131,985
|
|
|
78,857
|
|
||
Principal payments received on loans receivable
|
141
|
|
|
1,130
|
|
||
Investment in loans receivable
|
—
|
|
|
(9,857
|
)
|
||
Investments in non-consolidated entities
|
(25,005
|
)
|
|
(10,005
|
)
|
||
Distributions from non-consolidated entities in excess of accumulated earnings
|
7,061
|
|
|
896
|
|
||
Increase in deferred leasing costs
|
(4,707
|
)
|
|
(3,176
|
)
|
||
Change in restricted cash
|
(2,130
|
)
|
|
1,507
|
|
||
Real estate deposits, net
|
(68
|
)
|
|
(5,944
|
)
|
||
Net cash provided by (used in) investing activities
|
13,722
|
|
|
(212,151
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Dividends to common and preferred shareholders
|
(82,229
|
)
|
|
(82,192
|
)
|
||
Principal amortization payments
|
(12,499
|
)
|
|
(20,138
|
)
|
||
Principal payments on debt, excluding normal amortization
|
(58,942
|
)
|
|
(106,956
|
)
|
||
Retirement of convertible notes
|
(672
|
)
|
|
—
|
|
||
Change in revolving credit facility borrowings, net
|
(54,000
|
)
|
|
93,000
|
|
||
Payment of developer liabilities
|
(3,851
|
)
|
|
—
|
|
||
Change in deferred financing costs
|
(2,176
|
)
|
|
(2,695
|
)
|
||
Proceeds of mortgages and notes payable
|
57,500
|
|
|
80,843
|
|
||
Cash distributions to noncontrolling interests
|
(1,739
|
)
|
|
(1,871
|
)
|
||
Issuance of common shares, net
|
3,466
|
|
|
12,956
|
|
||
Repurchase of common shares
|
(8,973
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(164,115
|
)
|
|
(27,053
|
)
|
||
Change in cash and cash equivalents
|
(33,473
|
)
|
|
(126,695
|
)
|
||
Cash and cash equivalents, at beginning of period
|
93,249
|
|
|
191,077
|
|
||
Cash and cash equivalents, at end of period
|
$
|
59,776
|
|
|
$
|
64,382
|
|
(1)
|
The Company and Financial Statement Presentation
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Real estate, net
|
$
|
1,011,096
|
|
|
$
|
1,072,463
|
|
Total assets
|
$
|
1,147,677
|
|
|
$
|
1,192,944
|
|
Mortgages and notes payable, net
|
$
|
379,082
|
|
|
$
|
431,599
|
|
Total liabilities
|
$
|
393,556
|
|
|
$
|
448,057
|
|
|
As previously reported December 31, 2015
|
|
Reclassifications
|
|
As adjusted December 31, 2015
|
||||||
Deferred expenses, net
|
$
|
63,832
|
|
|
$
|
(21,832
|
)
|
|
$
|
42,000
|
|
Mortgages and notes payable, net
|
882,952
|
|
|
(10,309
|
)
|
|
872,643
|
|
|||
Term loans payable, net
|
505,000
|
|
|
(4,924
|
)
|
|
500,076
|
|
|||
Senior notes payable, net
|
497,947
|
|
|
(4,421
|
)
|
|
493,526
|
|
|||
Convertible guaranteed notes payable, net
|
12,180
|
|
|
(54
|
)
|
|
12,126
|
|
|||
Trust preferred securities, net
|
129,120
|
|
|
(2,124
|
)
|
|
126,996
|
|
(2)
|
Earnings Per Share
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
BASIC
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to common shareholders
|
$
|
46,830
|
|
|
$
|
47,659
|
|
|
$
|
94,937
|
|
|
$
|
77,818
|
|
Income (loss) from discontinued operations attributable to common shareholders
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1,682
|
|
||||
Net income attributable to common shareholders
|
$
|
46,830
|
|
|
$
|
47,654
|
|
|
$
|
94,937
|
|
|
$
|
79,500
|
|
Weighted-average number of common shares outstanding - basic
|
232,592,998
|
|
|
233,812,062
|
|
|
232,617,901
|
|
|
233,172,422
|
|
||||
Income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.41
|
|
|
$
|
0.33
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Net income attributable to common shareholders
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to common shareholders - basic
|
$
|
46,830
|
|
|
$
|
47,659
|
|
|
$
|
94,937
|
|
|
$
|
77,818
|
|
Impact of assumed conversions
|
963
|
|
|
764
|
|
|
2,023
|
|
|
1,633
|
|
||||
Income from continuing operations attributable to common shareholders
|
47,793
|
|
|
48,423
|
|
|
96,960
|
|
|
79,451
|
|
||||
Income (loss) from discontinued operations attributable to common shareholders - basic
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1,682
|
|
||||
Impact of assumed conversions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Income (loss) from discontinued operations attributable to common shareholders
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
1,682
|
|
||||
Net income attributable to common shareholders
|
$
|
47,793
|
|
|
$
|
48,418
|
|
|
$
|
96,960
|
|
|
$
|
81,133
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding - basic
|
232,592,998
|
|
|
233,812,062
|
|
|
232,617,901
|
|
|
233,172,422
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share options
|
273,920
|
|
|
296,501
|
|
|
204,783
|
|
|
369,079
|
|
||||
6.00% Convertible Guaranteed Notes
|
1,878,445
|
|
|
1,941,833
|
|
|
1,909,841
|
|
|
2,165,367
|
|
||||
OP Units
|
3,818,805
|
|
|
3,852,974
|
|
|
3,819,498
|
|
|
3,852,974
|
|
||||
Nonvested common shares
|
481,836
|
|
|
—
|
|
|
418,731
|
|
|
—
|
|
||||
Weighted-average common shares outstanding - diluted
|
239,046,004
|
|
|
239,903,370
|
|
|
238,970,754
|
|
|
239,559,842
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income per common share:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.41
|
|
|
$
|
0.33
|
|
Income (loss) from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
||||
Net income attributable to common shareholders
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.41
|
|
|
$
|
0.34
|
|
(3)
|
Investments in Real Estate and Real Estate Under Construction
|
Property Type
|
Location
|
Acquisition Date
|
Initial
Cost
Basis
|
Lease Expiration
|
Land and Land Estate
|
|
Building and Improvements
|
|
Lease in-place Value Intangible
|
||||||||
Industrial
|
Detroit, MI
|
January 2016
|
$
|
29,697
|
|
10/2035
|
$
|
1,133
|
|
|
$
|
25,009
|
|
|
$
|
3,555
|
|
Industrial
|
Anderson, SC
|
June 2016
|
61,347
|
|
06/2036
|
4,663
|
|
|
45,011
|
|
|
11,673
|
|
||||
|
|
|
$
|
91,044
|
|
|
$
|
5,796
|
|
|
$
|
70,020
|
|
|
$
|
15,228
|
|
Location
|
Property Type
|
Square Feet
|
|
Expected Maximum Commitment/Contribution
|
|
Lease Term (Years)
|
|
Estimated Completion/Acquisition Date
|
|||
Lake Jackson, TX
(1)
|
Office
|
664,000
|
|
|
$
|
166,164
|
|
|
20
|
|
4Q 16
|
Charlotte, NC
|
Office
|
201,000
|
|
|
62,445
|
|
|
15
|
|
1Q 17
|
|
Opelika, AL
|
Industrial
|
165,000
|
|
|
37,000
|
|
|
25
|
|
2Q 17
|
|
|
|
1,030,000
|
|
|
$
|
265,609
|
|
|
|
|
|
(4)
|
Property Dispositions, Discontinued Operations and Real Estate Impairment
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets:
|
|
|
|
||||
Real estate, at cost
|
$
|
21,776
|
|
|
$
|
16,590
|
|
Real estate, intangible assets
|
7,691
|
|
|
10,786
|
|
||
Accumulated depreciation and amortization
|
(10,609
|
)
|
|
(4,069
|
)
|
||
Rent receivable - deferred
|
929
|
|
|
1,118
|
|
||
Deferred leasing costs, net
|
975
|
|
|
—
|
|
||
Other assets
|
283
|
|
|
—
|
|
||
|
$
|
21,045
|
|
|
$
|
24,425
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Mortgage payable
|
$
|
—
|
|
|
$
|
8,373
|
|
Other
|
515
|
|
|
32
|
|
||
|
$
|
515
|
|
|
$
|
8,405
|
|
(5)
|
Loans Receivable
|
|
Loan carrying-value
(1)
|
|
|
|
|||||||||
Loan
|
|
6/30/2016
|
|
12/31/2015
|
|
Interest Rate
|
|
Maturity Date
|
|||||
Kennewick, WA
(2)
|
|
$
|
85,605
|
|
|
$
|
85,505
|
|
|
9.00
|
%
|
|
05/2022
|
Oklahoma City, OK
(3)
|
|
8,501
|
|
|
8,501
|
|
|
11.50
|
%
|
|
03/2016
|
||
Other
|
|
1,723
|
|
|
1,865
|
|
|
8.00
|
%
|
|
2021-2022
|
||
|
|
$
|
95,829
|
|
|
$
|
95,871
|
|
|
|
|
|
(1)
|
Loan carrying value includes accrued interest and is net of origination costs, if any.
|
(2)
|
Loan provides for a current pay rate of
8.75%
, an accrual rate of
9.0%
and a balloon of
$87,245
at maturity.
|
(3)
|
In June 2015, the Company loaned a tenant-in-common
$8,420
. The loan is secured by the tenant-in-common's interest in an office property, in which the Company has a
40%
interest. The loan was in default as of
June 30, 2016
and the Company is exercising its remedies.
|
(6)
|
Fair Value Measurements
|
|
Balance
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
June 30, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Interest rate swap liabilities
|
$
|
(7,520
|
)
|
|
$
|
—
|
|
|
$
|
(7,520
|
)
|
|
$
|
—
|
|
Impaired real estate assets*
|
$
|
4,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,370
|
|
|
Balance
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
December 31, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Interest rate swap assets
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Impaired real estate assets*
|
$
|
3,015
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,015
|
|
Interest rate swap liabilities
|
$
|
(1,943
|
)
|
|
$
|
—
|
|
|
$
|
(1,943
|
)
|
|
$
|
—
|
|
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Loans Receivable
|
$
|
95,829
|
|
|
$
|
99,167
|
|
|
$
|
95,871
|
|
|
$
|
103,014
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt
|
$
|
2,094,722
|
|
|
$
|
2,094,172
|
|
|
$
|
2,182,367
|
|
|
$
|
2,164,571
|
|
(7)
|
Investment in and Advances to Non-Consolidated Entities
|
(8)
|
Debt
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Mortgages and notes payable
|
$
|
848,025
|
|
|
$
|
882,952
|
|
Unamortized debt issuance costs
|
(9,640
|
)
|
|
(10,309
|
)
|
||
|
$
|
838,385
|
|
|
$
|
872,643
|
|
Issue Date
|
|
June 30, 2016
|
|
|
December 31, 2015
|
|
Interest Rate
|
|
Maturity Date
|
|
Issue Price
|
|||||
May 2014
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
|
4.40
|
%
|
|
June 2024
|
|
99.883
|
%
|
June 2013
|
|
250,000
|
|
|
250,000
|
|
|
4.25
|
%
|
|
June 2023
|
|
99.026
|
%
|
||
|
|
500,000
|
|
|
500,000
|
|
|
|
|
|
|
|
||||
Unamortized discount
|
|
(1,916
|
)
|
|
(2,053
|
)
|
|
|
|
|
|
|
||||
Unamortized debt issuance cost
|
|
(4,140
|
)
|
|
(4,421
|
)
|
|
|
|
|
|
|
||||
|
|
$
|
493,944
|
|
|
$
|
493,526
|
|
|
|
|
|
|
|
|
Maturity Date |
|
Current
Interest Rate |
$400,000 Revolving Credit Facility
(1)
|
August 2019
|
|
LIBOR + 1.00%
|
$250,000 Term Loan
(2)(4)
|
August 2020
|
|
LIBOR + 1.10%
|
$255,000 Term Loan
(3)(4)
|
January 2021
|
|
LIBOR + 1.10%
|
(1)
|
Maturity date can be extended to August 2020 at the Company's option. The interest rate ranges from LIBOR plus
0.85%
to
1.55%
. At
June 30, 2016
, the revolving credit facility had
$123,000
outstanding and availability of
$277,000
, subject to covenant compliance.
|
(2)
|
The interest rate ranges from LIBOR plus
0.90%
to
1.75%
. The Company previously entered into aggregate interest-rate swap agreements to fix the LIBOR component at a weighted-average rate of
1.09%
through February 2018 on the
$250,000
of outstanding LIBOR-based borrowings.
|
(3)
|
The interest rate ranges from LIBOR plus
0.90%
to
1.75%
. The Company previously entered into aggregate interest-rate swap agreements to fix the LIBOR component at a weighted-average rate of
1.42%
through January 2019 on the
$255,000
of outstanding LIBOR-based borrowings.
|
(4)
|
The aggregate unamortized debt issuance costs for the term loans were
$4,416
and
$4,924
as of
June 30, 2016
and
December 31, 2015
, respectively.
|
|
6.00% Convertible Guaranteed Notes due 2030
|
||||||
Balance Sheets:
|
June 30, 2016
|
|
December 31, 2015
|
||||
Principal amount of debt component
|
$
|
11,900
|
|
|
$
|
12,400
|
|
Unamortized discount
|
(110
|
)
|
|
(220
|
)
|
||
Unamortized debt issuance costs
|
(27
|
)
|
|
(54
|
)
|
||
Carrying amount of debt component
|
$
|
11,763
|
|
|
$
|
12,126
|
|
Carrying amount of equity component
|
$
|
(34,932
|
)
|
|
$
|
(34,784
|
)
|
Effective interest rate
|
8.0
|
%
|
|
7.8
|
%
|
||
Period through which discount is being amortized, put date
|
01/2017
|
|
|
01/2017
|
|
||
Aggregate if-converted value in excess of aggregate principal amount
|
$
|
6,935
|
|
|
$
|
2,863
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
Statements of Operations:
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
6.00% Convertible Guaranteed Notes
|
|
|
|
|
|
|
|
||||||||
Coupon interest
|
$
|
170
|
|
|
$
|
156
|
|
|
$
|
356
|
|
|
$
|
392
|
|
Discount amortization
|
51
|
|
|
55
|
|
|
104
|
|
|
122
|
|
||||
|
$
|
221
|
|
|
$
|
211
|
|
|
$
|
460
|
|
|
$
|
514
|
|
(9)
|
Derivatives and Hedging Activities
|
Interest Rate Derivative
|
Number of Instruments
|
Notional
|
Interest Rate Swaps
|
10
|
$505,000
|
Derivatives in Cash Flow
|
|
|
Amount of Loss Recognized
in OCI on Derivatives (Effective Portion) June 30, |
|
Location of Loss
Reclassified from
Accumulated OCI into Income (Effective Portion)
|
|
Amount of Loss Reclassified
from Accumulated OCI into Income (Effective Portion) June 30, |
||||||||||||
Hedging Relationships
|
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
|||||||||
Interest Rate Swaps
|
|
|
$
|
(7,688
|
)
|
|
$
|
(5,374
|
)
|
|
Interest expense
|
|
$
|
2,107
|
|
|
$
|
2,744
|
|
(10)
|
Concentration of Risk
|
(11)
|
Equity
|
|
Six Months ended June 30,
|
||
|
2016
|
|
2015
|
Performance Shares
(1)
|
|
|
|
Shares issued:
|
|
|
|
Index
|
404,466
|
|
321,018
|
Peer
|
404,463
|
|
321,011
|
|
|
|
|
Grant date fair value per share:
(2)
|
|
|
|
Index
|
$4.53
|
|
$6.86
|
Peer
|
$4.58
|
|
$6.66
|
|
|
|
|
Non-Vested Common Shares:
(3)
|
|
|
|
Shares issued
|
225,090
|
|
170,650
|
Grant date fair value
|
$1,724
|
|
$1,916
|
|
|
|
|
Non-management Board of Trustee grant:
(4)
|
|
|
|
Shares issued
|
17,500
|
|
14,000
|
Grant date fair value
|
$131
|
|
$157
|
(1)
|
The shares vest based on the Company's total shareholder return growth after a
three
-year measurement period relative to an index and a group of Company peers. Dividends will not be paid on these grants until earned. Once the performance criteria are met and the actual number of shares earned is determined, such shares vest immediately.
|
(2)
|
The fair value of grants was determined at the grant date using a Monte Carlo simulation model.
|
(3)
|
The shares vest ratably over a
three
-year service period.
|
(4)
|
Annual grant and shares vested upon grant.
|
|
|
Gains and Losses
on Cash Flow Hedges
|
||
Balance December 31, 2015
|
|
$
|
(1,939
|
)
|
Other comprehensive loss before reclassifications
|
|
(7,688
|
)
|
|
Amounts of loss reclassified from accumulated other comprehensive income to interest expense
|
|
2,107
|
|
|
Balance June 30, 2016
|
|
$
|
(7,520
|
)
|
(12)
|
Related Party Transactions
|
(13)
|
Commitments and Contingencies
|
(14)
|
Supplemental Disclosure of Statement of Cash Flow Information
|
(15)
|
Subsequent Events
|
•
|
sold
two
properties to unrelated third parties for a gross sales price of
$4,438
;
|
•
|
financed its Lake Jackson, Texas build-to-suit project with a
$197,150
non-recourse mortgage loan. The loan bears interest at a fixed rate of
4.04%
and matures in October 2036; and
|
•
|
converted the remaining
$11,900
original principal amount of
6.00%
Convertible Guaranteed Notes due 2030 for
1,892,269
common shares.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets:
|
|
|
|
||||
Real estate, at cost
|
$
|
962,796
|
|
|
$
|
1,061,606
|
|
Real estate - intangible assets
|
178,866
|
|
|
189,700
|
|
||
Investment in real estate under construction
|
24,166
|
|
|
9,223
|
|
||
|
1,165,828
|
|
|
1,260,529
|
|
||
Less: accumulated depreciation and amortization
|
243,224
|
|
|
255,024
|
|
||
Real estate, net
|
922,604
|
|
|
1,005,505
|
|
||
Assets held for sale
|
3,905
|
|
|
—
|
|
||
Cash and cash equivalents
|
24,426
|
|
|
19,130
|
|
||
Restricted cash
|
2,917
|
|
|
2,457
|
|
||
Investment in and advances to non-consolidated entities
|
5,639
|
|
|
5,924
|
|
||
Deferred expenses, net
|
6,539
|
|
|
8,459
|
|
||
Rent receivable - current
|
677
|
|
|
801
|
|
||
Rent receivable - deferred
|
93,897
|
|
|
87,150
|
|
||
Other assets
|
1,393
|
|
|
1,500
|
|
||
Total assets
|
$
|
1,061,997
|
|
|
$
|
1,130,926
|
|
|
|
|
|
||||
Liabilities and Partners' Capital:
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Mortgages and notes payable, net
|
$
|
379,082
|
|
|
$
|
431,599
|
|
Co-borrower debt
|
193,278
|
|
|
201,106
|
|
||
Related party advances, net
|
3,266
|
|
|
3,232
|
|
||
Accounts payable and other liabilities
|
3,640
|
|
|
5,503
|
|
||
Accrued interest payable
|
1,245
|
|
|
942
|
|
||
Deferred revenue - including below market leases, net
|
4,765
|
|
|
5,306
|
|
||
Distributions payable
|
16,493
|
|
|
17,214
|
|
||
Liabilities held for sale
|
161
|
|
|
—
|
|
||
Prepaid rent
|
4,319
|
|
|
4,367
|
|
||
Total liabilities
|
606,249
|
|
|
669,269
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
Partners' capital
|
455,748
|
|
|
461,657
|
|
||
Total liabilities and partners' capital
|
$
|
1,061,997
|
|
|
$
|
1,130,926
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross revenues:
|
|
|
|
|
|
|
|
|
||||||||
Rental
|
|
$
|
31,222
|
|
|
$
|
29,771
|
|
|
$
|
63,156
|
|
|
$
|
59,251
|
|
Tenant reimbursements
|
|
2,215
|
|
|
2,530
|
|
|
4,720
|
|
|
5,009
|
|
||||
Total gross revenues
|
|
33,437
|
|
|
32,301
|
|
|
67,876
|
|
|
64,260
|
|
||||
Expense applicable to revenues:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
(8,171
|
)
|
|
(7,306
|
)
|
|
(17,609
|
)
|
|
(14,539
|
)
|
||||
Property operating
|
|
(3,482
|
)
|
|
(4,216
|
)
|
|
(7,685
|
)
|
|
(8,168
|
)
|
||||
General and administrative
|
|
(2,414
|
)
|
|
(2,345
|
)
|
|
(4,487
|
)
|
|
(4,363
|
)
|
||||
Non-operating income
|
|
255
|
|
|
23
|
|
|
255
|
|
|
37
|
|
||||
Interest and amortization expense
|
|
(7,928
|
)
|
|
(7,317
|
)
|
|
(16,267
|
)
|
|
(14,718
|
)
|
||||
Debt satisfaction charges, net
|
|
(1,615
|
)
|
|
—
|
|
|
(1,615
|
)
|
|
(33
|
)
|
||||
Impairment charges
|
|
(2,426
|
)
|
|
—
|
|
|
(2,426
|
)
|
|
—
|
|
||||
Gains on sales of properties
|
|
8,190
|
|
|
—
|
|
|
16,029
|
|
|
—
|
|
||||
Income before provision for income taxes and equity in earnings of non-consolidated entities
|
|
15,846
|
|
|
11,140
|
|
|
34,071
|
|
|
22,476
|
|
||||
Provision for income taxes
|
|
(6
|
)
|
|
(11
|
)
|
|
(25
|
)
|
|
(33
|
)
|
||||
Equity in earnings of non-consolidated entities
|
|
67
|
|
|
34
|
|
|
203
|
|
|
76
|
|
||||
Net income
|
|
$
|
15,907
|
|
|
$
|
11,163
|
|
|
$
|
34,249
|
|
|
$
|
22,519
|
|
Net income per unit
|
|
$
|
0.19
|
|
|
$
|
0.16
|
|
|
$
|
0.41
|
|
|
$
|
0.32
|
|
Weighted-average units outstanding
|
|
83,241,396
|
|
|
70,723,662
|
|
|
83,241,396
|
|
|
70,703,078
|
|
Six Months ended June 30, 2016
|
|
Units
|
|
Partners' Capital
|
|||
Balance December 31, 2015
|
|
83,241,396
|
|
|
$
|
461,657
|
|
Changes in co-borrower debt allocation
|
|
—
|
|
|
(7,172
|
)
|
|
Distributions
|
|
—
|
|
|
(32,986
|
)
|
|
Net income
|
|
—
|
|
|
34,249
|
|
|
Balance June 30, 2016
|
|
83,241,396
|
|
|
$
|
455,748
|
|
|
|
|
|
|
|||
Six Months ended June 30, 2015
|
|
|
|
|
|||
Balance December 31, 2014
|
|
70,682,266
|
|
|
$
|
432,041
|
|
Changes in co-borrower debt allocation
|
|
—
|
|
|
(37,904
|
)
|
|
Issuance of units
|
|
3,767,000
|
|
|
37,879
|
|
|
Distributions
|
|
—
|
|
|
(29,356
|
)
|
|
Net income
|
|
—
|
|
|
22,519
|
|
|
Balance June 30, 2015
|
|
74,449,266
|
|
|
$
|
425,179
|
|
|
Six Months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
25,866
|
|
|
$
|
17,241
|
|
Cash flows from investing activities:
|
|
|
|
||||
Investments in real estate under construction
|
(14,936
|
)
|
|
(9,111
|
)
|
||
Capital expenditures
|
(570
|
)
|
|
(3,310
|
)
|
||
Net proceeds from the sale of properties
|
69,038
|
|
|
—
|
|
||
Investment in loan receivable
|
—
|
|
|
(318
|
)
|
||
Investment in non-consolidated entities
|
—
|
|
|
(1,650
|
)
|
||
Distributions from non-consolidated entities in excess of accumulated earnings
|
285
|
|
|
171
|
|
||
Increase in deferred leasing costs
|
(505
|
)
|
|
(840
|
)
|
||
Change in restricted cash
|
(460
|
)
|
|
956
|
|
||
Net cash provided by (used in) investing activities
|
52,852
|
|
|
(14,102
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Distributions to partners
|
(33,707
|
)
|
|
(7,245
|
)
|
||
Principal amortization payments
|
(735
|
)
|
|
(750
|
)
|
||
Increase in deferred financing costs
|
(79
|
)
|
|
(632
|
)
|
||
Principal payments on debt, excluding normal amortization
|
(23,934
|
)
|
|
(28,627
|
)
|
||
Co-borrower debt payment
|
(15,000
|
)
|
|
—
|
|
||
Proceeds of mortgages and notes payable
|
—
|
|
|
29,193
|
|
||
Related party note payment
|
—
|
|
|
(8,250
|
)
|
||
Related party advances, net
|
33
|
|
|
14,361
|
|
||
Net cash used in financing activities
|
(73,422
|
)
|
|
(1,950
|
)
|
||
Change in cash and cash equivalents
|
5,296
|
|
|
1,189
|
|
||
Cash and cash equivalents, at beginning of period
|
19,130
|
|
|
8,328
|
|
||
Cash and cash equivalents, at end of period
|
$
|
24,426
|
|
|
$
|
9,517
|
|
|
As previously reported
December 31, 2015
|
|
Reclassifications
|
|
As adjusted
December 31, 2015
|
||||||
Deferred expenses, net
|
$
|
14,352
|
|
|
$
|
(5,893
|
)
|
|
$
|
8,459
|
|
Mortgages and notes payable, net
|
437,492
|
|
|
(5,893
|
)
|
|
431,599
|
|
Location
|
|
Property Type
|
|
Square Feet
|
|
Expected Maximum Commitment
|
|
Lease Term (Years)
|
|
Estimated Completion Date
|
|
GAAP Investment Balance as of 6/30/16
|
|||||
Charlotte, NC
|
|
Office
|
|
201,000
|
|
|
$
|
62,445
|
|
|
15
|
|
1Q 17
|
|
$
|
24,166
|
|
|
Balance
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
June 30, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Impaired real estate asset
|
$
|
3,885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,885
|
|
|
Balance
|
|
Fair Value Measurements Using
|
||||||||||||
Description
|
December 31, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Impaired real estate asset
|
$
|
371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
371
|
|
|
|
As of June 30, 2016
|
|
As of December 31, 2015
|
||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Debt (Level 3)
|
|
$
|
572,360
|
|
|
$
|
587,552
|
|
|
$
|
632,705
|
|
|
$
|
650,785
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Mortgages and notes payable
|
$
|
383,609
|
|
|
$
|
437,492
|
|
Unamortized debt issuance costs
|
(4,527
|
)
|
|
(5,893
|
)
|
||
|
$
|
379,082
|
|
|
$
|
431,599
|
|
|
Maturity Date
|
|
Current
Interest Rate |
$400,000 Revolving Credit Facility
(1)
|
August 2019
|
|
LIBOR + 1.00%
|
$250,000 Term Loan
(2)
|
August 2020
|
|
LIBOR + 1.10%
|
$255,000 Term Loan
(3)
|
January 2021
|
|
LIBOR + 1.10%
|
(1)
|
Maturity date can be extended to August 2020 at the Lexington's option. The interest rate ranges from LIBOR plus
0.85%
to
1.55%
. At
June 30, 2016
, the revolving credit facility had
$123,000
outstanding and availability of
$277,000
subject to covenant compliance.
|
(2)
|
The interest rate ranges from LIBOR plus
0.90%
to
1.75%
. Interest-rate swap agreements were previously entered into to fix the LIBOR component at a weighted-average rate of
1.09%
through February 2018 on the
$250,000
of outstanding LIBOR-based borrowings.
|
(3)
|
The interest rate ranges from LIBOR plus
0.90%
to
1.75%
. Interest-rate swap agreements were previously entered into to fix the LIBOR component at a weighted-average rate of
1.42%
through January 2019 on the
$255,000
of outstanding LIBOR-based borrowings.
|
|
|
2016
|
|
2015
|
||
SM Ascott LLC
(1)(2)
|
|
13.8
|
%
|
|
14.7
|
%
|
Tribeca Ascott LLC
(2)(3)
|
|
11.8
|
%
|
|
12.6
|
%
|
AL-Stone Ground Tenant LLC
(2)
|
|
10.8
|
%
|
|
11.5
|
%
|
Preferred Freezer Services of Richland, LLC
|
|
10.4
|
%
|
|
—
|
|
(1)
|
Tenancy was assigned from LG-39 Ground Tenant LLC in 2015.
|
(2)
|
The Partnership net leases these individual land parcels to the tenants under non-cancellable
99
-year (original term) leases. The improvements on these parcels are owned by the tenants under the Partnership leases and currently consist of
three
high-rise hotels located in New York, NY. The hotels are known as the Element New York Times Square West, the Sheraton Tribeca New York Hotel and the DoubleTree by Hilton Hotel New York City - Financial District, respectively.
|
(3)
|
Tenancy was assigned from FC-Canal Ground Tenant LLC in 2016.
|
•
|
sold its interest in a vacant office property in Foxborough, Massachusetts to an unrelated third party for a gross disposition price of
$4,100
; and
|
•
|
was relieved of its guarantee of the Guaranteed Notes as all outstanding amounts were converted to common shares of Lexington.
|
•
|
Completed an industrial build-to-suit property in Anderson, South Carolina for $61.3 million. The property is net leased for an approximate 20-year term.
|
•
|
Commenced funding an industrial build-to-suit project in Opelika, Alabama for $37.0 million. The property will be net leased for a 25-year term upon completion.
|
•
|
Disposed of our interests in various properties, including land investments for an aggregate gross sale price of approximately $108.2 million.
|
•
|
Retired an aggregate of $80.0 million of non-recourse mortgage debt with a weighted-average interest rate of 4.9%.
|
•
|
Satisfied $0.5 million original principal amount of 6.00% Convertible Guaranteed Notes due 2030 for cash of $0.7 million.
|
Location
|
|
Property Type
|
|
Square Feet (000's)
|
|
Capitalized Cost (millions)
|
|
Date Acquired
|
|
Approximate Lease Term (Years)
|
|||
Detroit, MI
|
|
Industrial
|
|
190
|
|
|
$
|
29.7
|
|
|
January 2016
|
|
20
|
Anderson, SC
|
|
Industrial
|
|
1,325
|
|
|
61.3
|
|
|
June 2016
|
|
20
|
|
|
|
|
|
1,515
|
|
|
$
|
91.0
|
|
|
|
|
|
(1)
|
We have a 25% interest. We are contractually committed to provide up to $56.7 million in construction financing to the joint venture, of which $33.9 million has been funded as of
June 30, 2016
.
|
Issue Date
|
|
Face Amount ($000)
|
|
Interest Rate
|
|
Maturity Date
|
|
Issue Price
|
||||
May 2014
|
|
$
|
250,000
|
|
|
4.40
|
%
|
|
June 2024
|
|
99.883
|
%
|
June 2013
|
|
250,000
|
|
|
4.25
|
%
|
|
June 2023
|
|
99.026
|
%
|
|
|
|
$
|
500,000
|
|
|
|
|
|
|
|
|
Maturity Date |
|
Current
Interest Rate |
$400.0 Million Revolving Credit Facility
(1)
|
August 2019
|
|
LIBOR + 1.00%
|
$250.0 Million Term Loan
(2)
|
August 2020
|
|
LIBOR + 1.10%
|
$255.0 Million Term Loan
(3)
|
January 2021
|
|
LIBOR + 1.10%
|
(1)
|
Maturity date can be extended to August 2020 at our option. The interest rate ranges from LIBOR plus 0.85% to 1.55%. At June 30, 2016, the unsecured revolving credit facility had $123.0 million outstanding and availability of $277.0 million subject to covenant compliance.
|
(2)
|
The interest rate ranges from LIBOR plus 0.90% to 1.75%. We previously entered into aggregate interest-rate swap agreements to fix the LIBOR component at a weighted-average rate of 1.09% through February 2018 on the $250.0 million of outstanding LIBOR-based borrowings.
|
(3)
|
The interest rate ranges from LIBOR plus 0.90% to 1.75%. We previously entered into aggregate interest-rate swap agreements to fix the LIBOR component at a weighted-average rate of 1.42% through January 2019 on the $255.0 million of outstanding LIBOR-based borrowings.
|
|
2016
|
|
2015
|
||||
Total cash base rent
|
$
|
150,705
|
|
|
$
|
154,706
|
|
Tenant reimbursements
|
13,071
|
|
|
13,804
|
|
||
Property operating expenses
|
(19,472
|
)
|
|
(22,676
|
)
|
||
Same-store NOI
|
$
|
144,304
|
|
|
$
|
145,834
|
|
|
Six Months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
100,137
|
|
|
$
|
84,578
|
|
|
|
|
|
||||
Interest and amortization expense
|
45,572
|
|
|
46,395
|
|
||
Provision for income taxes
|
637
|
|
|
393
|
|
||
Depreciation and amortization
|
84,399
|
|
|
82,083
|
|
||
General and administrative
|
15,522
|
|
|
15,793
|
|
||
Transaction costs
|
214
|
|
|
714
|
|
||
Non-operating income
|
(6,420
|
)
|
|
(5,698
|
)
|
||
Gains on sales of properties
|
(42,341
|
)
|
|
(23,151
|
)
|
||
Impairment charges
|
3,014
|
|
|
1,252
|
|
||
Debt satisfaction (gains) charges, net
|
3,356
|
|
|
(14,151
|
)
|
||
Equity in earnings of non-consolidated entities
|
(6,054
|
)
|
|
(672
|
)
|
||
Lease termination income
|
(6,386
|
)
|
|
(1,190
|
)
|
||
Straight-line adjustments
|
(24,380
|
)
|
|
(22,343
|
)
|
||
Lease incentives
|
842
|
|
|
945
|
|
||
Amortization of above/below market leases
|
955
|
|
|
(444
|
)
|
||
|
|
|
|
||||
NOI
|
169,067
|
|
|
164,504
|
|
||
|
|
|
|
||||
Less NOI:
|
|
|
|
||||
Disposed of properties
|
(3,612
|
)
|
|
(12,272
|
)
|
||
Acquired properties
|
(18,587
|
)
|
|
(3,982
|
)
|
||
Expansion revenue
|
(793
|
)
|
|
(530
|
)
|
||
Properties in default
|
(1,771
|
)
|
|
(1,886
|
)
|
||
|
|
|
|
||||
Same-Store NOI
|
$
|
144,304
|
|
|
$
|
145,834
|
|
|
|
|
Three Months ended June 30,
|
|
Six Months ended June 30,
|
|||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
FUNDS FROM OPERATIONS:
|
|
|
|
|
|
|
||||||||||||
Basic and Diluted:
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to common shareholders
|
|
$
|
46,830
|
|
|
$
|
47,654
|
|
|
$
|
94,937
|
|
|
$
|
79,500
|
|
||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation and amortization
|
|
39,688
|
|
|
40,467
|
|
|
80,881
|
|
|
79,389
|
|
|||||
|
Impairment charges - real estate
|
|
3,014
|
|
|
113
|
|
|
3,014
|
|
|
1,252
|
|
|||||
|
Noncontrolling interests - OP units
|
|
648
|
|
|
540
|
|
|
1,395
|
|
|
1,090
|
|
|||||
|
Amortization of leasing commissions
|
|
1,584
|
|
|
1,341
|
|
|
3,518
|
|
|
2,693
|
|
|||||
|
Joint venture and noncontrolling interest adjustment
|
|
222
|
|
|
437
|
|
|
458
|
|
|
758
|
|
|||||
|
Gains on sales of properties, including non-consolidated entities
|
|
(25,326
|
)
|
|
(21,426
|
)
|
|
(47,719
|
)
|
|
(23,151
|
)
|
|||||
|
Tax on sales of properties
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|||||
FFO available to common shareholders and unitholders - basic
|
|
66,660
|
|
|
69,126
|
|
|
136,534
|
|
|
141,531
|
|
||||||
|
Preferred dividends
|
|
1,573
|
|
|
1,573
|
|
|
3,145
|
|
|
3,145
|
|
|||||
|
Interest and amortization on 6.00% Convertible Guaranteed Notes
|
|
233
|
|
|
224
|
|
|
485
|
|
|
543
|
|
|||||
|
Amount allocated to participating securities
|
|
73
|
|
|
105
|
|
|
163
|
|
|
192
|
|
|||||
FFO available to all equityholders and unitholders - diluted
|
|
68,539
|
|
|
71,028
|
|
|
140,327
|
|
|
145,411
|
|
||||||
|
Debt satisfaction (gains) charges, net, including non-consolidated entities
|
|
3,194
|
|
|
(3,712
|
)
|
|
3,356
|
|
|
(14,087
|
)
|
|||||
|
Transaction costs / other
|
|
68
|
|
|
(294
|
)
|
|
214
|
|
|
174
|
|
|||||
Adjusted Company FFO available to all equityholders and unitholders - diluted
|
|
$
|
71,801
|
|
|
$
|
67,022
|
|
|
$
|
143,897
|
|
|
$
|
131,498
|
|
Per Common Share and Unit Amounts
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||||
FFO
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
|
$
|
0.58
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||||
FFO
|
|
$
|
0.28
|
|
|
$
|
0.29
|
|
|
$
|
0.58
|
|
|
$
|
0.60
|
|
Adjusted Company FFO
|
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.59
|
|
|
$
|
0.54
|
|
|
|
|
Three Months ended June 30,
|
|
Six Months ended June 30,
|
|||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
Weighted-Average Common Shares:
|
|
|
|
|
|
|
|
|
||||||
Basic:
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - basic EPS
|
|
232,592,998
|
|
|
233,812,062
|
|
|
232,617,901
|
|
|
233,172,422
|
|
||
Operating partnership units(1)
|
|
3,818,805
|
|
|
3,852,974
|
|
|
3,819,498
|
|
|
3,852,974
|
|
||
Weighted-average common shares outstanding - basic FFO
|
|
236,411,803
|
|
|
237,665,036
|
|
|
236,437,399
|
|
|
237,025,396
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Diluted:
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding - diluted EPS
|
|
239,046,004
|
|
|
239,903,370
|
|
|
238,970,754
|
|
|
239,559,842
|
|
||
Unvested share-based payment awards
|
|
—
|
|
|
83,635
|
|
|
—
|
|
|
109,194
|
|
||
Preferred shares - Series C
|
|
4,710,570
|
|
|
4,710,570
|
|
|
4,710,570
|
|
|
4,710,570
|
|
||
Weighted-average common shares outstanding - diluted FFO
|
|
243,756,574
|
|
|
244,697,575
|
|
|
243,681,324
|
|
|
244,379,606
|
|
ITEM 1.
|
Legal Proceedings.
|
ITEM 1A.
|
Risk Factors.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Issuer Purchases of Equity Securities
|
|||||||||||||
Period
|
|
(a)
Total Number of Shares/Units Purchased
|
|
(b)
Average Price Paid Per Share/ Unit
|
|
(c)
Total Number of Shares/Units Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
(d)
Maximum Number of Shares/Units That May Yet Be Purchased Under the Plans or Programs
(1)
|
|||||
April 1 - 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
6,599,088
|
|
May 1 - 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
6,599,088
|
|
June 1 - 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
6,599,088
|
|
Second quarter 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
6,599,088
|
|
(1)
|
Share repurchase authorization announced on July 2, 2015, which has no expiration date.
|
ITEM 3.
|
Defaults Upon Senior Securities - not applicable.
|
ITEM 4.
|
Mine Safety Disclosures - not applicable.
|
ITEM 5.
|
Other Information - not applicable.
|
ITEM 6.
|
Exhibits.
|
Exhibit No.
|
|
|
|
Description
|
|
|
|
|
|
3.1
|
|
—
|
|
Articles of Merger and Amended and Restated Declaration of Trust of the Company, dated December 31, 2006 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 8, 2007 (the “01/08/07 8-K”))(1)
|
3.2
|
|
—
|
|
Articles Supplementary Relating to the Reclassification of 8.05% Series B Cumulative Redeemable Preferred Stock, par value $0.0001 per share, and 7.55% Series D Cumulative Redeemable Preferred Stock, par value $0.0001 per share (filed as Exhibit 3.4 to the Company's Current Report on Form 8-K filed November 21, 2013)(1)
|
3.3
|
|
—
|
|
Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the 01/08/07 8-K)(1)
|
3.4
|
|
—
|
|
First Amendment to Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 20, 2009)(1)
|
3.5
|
|
—
|
|
Agreement and Plan of Merger dated as of December 23, 2013, by and among Lepercq Corporate Income Fund L.P. (“LCIF”) and Lepercq Corporate Income Fund II L.P. (“LCIF II”) (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 24, 2013)(1)
|
3.6
|
|
—
|
|
Sixth Amended and Restated Agreement of Limited Partnership of LCIF, dated as of December 30, 2013 (filed as Exhibit 3.25 to the Company's Annual Report on Form 10-K filed February 26, 2014)(1)
|
4.1
|
|
—
|
|
Specimen of Common Shares Certificate of the Company (filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006)(1)
|
4.2
|
|
—
|
|
Form of 6.50% Series C Cumulative Convertible Preferred Stock certificate (filed as Exhibit 4.1 to the Company's Registration Statement on Form 8A filed December 8, 2004)(1)
|
4.3
|
|
—
|
|
Indenture, dated as of January 29, 2007, among the Company (as successor by merger), the other guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 29, 2007 (the “01/29/07 8-K”))(1)
|
4.4
|
|
—
|
|
Amended and Restated Trust Agreement, dated March 21, 2007, among the Company, The Bank of New York Trust Company, National Association, The Bank of New York (Delaware), the Administrative Trustees (as named therein) and the several holders of the Preferred Securities from time to time (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 27, 2007 (the “03/27/2007 8-K”))(1)
|
4.5
|
|
—
|
|
Junior Subordinated Indenture, dated as of March 21, 2007, between Lexington Realty Trust and The Bank of New York Trust Company, National Association (filed as Exhibit 4.2 to the 03/27/07 8-K)(1)
|
4.6
|
|
—
|
|
Fourth Supplemental Indenture, dated as of December 31, 2008, among the Company, the other guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 2, 2009)(1)
|
4.7
|
|
—
|
|
Fifth Supplemental Indenture, dated as of June 9, 2009, among the Company (as successor to the MLP), the other guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 15, 2009)(1)
|
4.8
|
|
—
|
|
Sixth Supplemental Indenture, dated as of January 26, 2010 among the Company, the guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 6.00% Convertible Guaranteed Notes due 2030 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 26, 2010)(1)
|
4.9
|
|
—
|
|
Seventh Supplemental Indenture, dated as of September 28, 2012, among the Company, certain subsidiaries of the Company signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 3, 2012)(1)
|
4.10
|
|
—
|
|
Eighth Supplemental Indenture, dated as of February 13, 2013, among the Company, certain subsidiaries of the Company signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 13, 2013 (the “02/13/13 8-K”))(1)
|
4.11
|
|
—
|
|
Ninth Supplemental Indenture, dated as of May 6, 2013, among the Company, certain subsidiaries of the Company signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 8, 2013)(1)
|
4.12
|
|
—
|
|
Tenth Supplemental Indenture, dated as of June 13, 2013, among the Company, certain subsidiaries of the Company signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed on June 13, 2013 (“06/13/13 8-K”))(1)
|
4.13
|
|
—
|
|
Tenth Supplemental Indenture, dated as of September 30, 2013, among the Company, certain subsidiaries of the Company signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 3, 2013)(1)
|
4.14
|
|
—
|
|
Indenture, dated as of June 10, 2013, among the Company, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the 06/13/2013 8-K))
(1)
|
4.15
|
|
—
|
|
First Supplemental Indenture, dated as of June 13, 2013, among the Company, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (filed as Exhibit 4.3 to the 06/13/2013 8-K)
(1)
|
4.16
|
|
—
|
|
Indenture dated as of May 9, 2014, among the Company, LCIF and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 13, 2014)(1)
|
4.17
|
|
—
|
|
First Supplemental Indenture, dated as of May 20, 2014, among the Company, LCIF and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed May 20, 2014)(1)
|
31.1
|
|
—
|
|
Certification pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
|
31.2
|
|
—
|
|
Certification pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
|
31.3
|
|
—
|
|
Certification pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
|
31.4
|
|
—
|
|
Certification pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(2)
|
32.1
|
|
—
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)
|
32.2
|
|
—
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)
|
32.3
|
|
—
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)
|
32.4
|
|
—
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)
|
101.INS
|
|
—
|
|
XBRL Instance Document (2, 5)
|
101.SCH
|
|
—
|
|
XBRL Taxonomy Extension Schema (2, 5)
|
101.CAL
|
|
—
|
|
XBRL Taxonomy Extension Calculation Linkbase (2, 5)
|
101.DEF
|
|
—
|
|
XBRL Taxonomy Extension Definition Linkbase Document (2, 5)
|
101.LAB
|
|
—
|
|
XBRL Taxonomy Extension Label Linkbase Document (2, 5)
|
101.PRE
|
|
—
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (2, 5)
|
(1)
|
Incorporated by reference.
|
(2)
|
Filed herewith.
|
(3)
|
Furnished herewith. This exhibit shall not be deemed "filed" for purposes of Section 11 or 12 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 18 of the Securities Exchanges Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of those sections, and shall not be part of any registration statement to which it may relate, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing or document.
|
(4)
|
Management contract or compensatory plan or arrangement.
|
(5)
|
The following materials from this Quarterly Report on Form 10-Q for the periods ended June 30, 2016 are formatted in XBRL (Extensible Business Reporting Language): (i) Unaudited Condensed Consolidated Balance Sheets of the Company; (ii) Unaudited Condensed Consolidated Statements of Operations of the Company; (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) of the Company; (iv) Unaudited Condensed Consolidated Statements of Changes in Equity of the Company; (v) Unaudited Condensed Consolidated Statements of Cash Flows of the Company; (vi) Notes to Unaudited Condensed Consolidated Financial Statements of the Company, detailed tagged; (vii) Unaudited Condensed Consolidated Balance Sheets of LCIF; (viii) Unaudited Condensed Consolidated Statements of Operations of LCIF; (ix) Unaudited Condensed Consolidated Statements of Changes in Partners' Capital of LCIF; (x) Unaudited Condensed Consolidated Statements of Cash Flows of LCIF; and (xi) Notes to Unaudited Condensed Consolidated Financial Statements of LCIF, detailed tagged.
|
|
|
Lexington Realty Trust
|
|
|
|
|
|
Date:
|
August 9, 2016
|
By:
|
/s/ T. Wilson Eglin
|
|
|
|
T. Wilson Eglin
|
|
|
|
Chief Executive Officer and President
(principal executive officer)
|
|
|
|
|
Date:
|
August 9, 2016
|
By:
|
/s/ Patrick Carroll
|
|
|
|
Patrick Carroll
|
|
|
|
Chief Financial Officer, Executive Vice President
and Treasurer
(principal financial officer)
|
|
|
Lepercq Corporate Income Fund L.P.
|
|
|
|
|
|
|
|
By:
|
Lex GP-1 Trust, its General Partner
|
|
|
|
|
Date:
|
August 9, 2016
|
By:
|
/s/ T. Wilson Eglin
|
|
|
|
T. Wilson Eglin
|
|
|
|
President
(principal executive officer)
|
|
|
|
|
Date:
|
August 9, 2016
|
By:
|
/s/ Patrick Carroll
|
|
|
|
Patrick Carroll
|
|
|
|
Vice President and Treasurer
(principal financial officer)
|
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