Annual Report 2011
Dear Fellow Shareholders,
Letter to Shareholders
For Lexington Realty Trust, 2011 was a successful year. We met or exceeded our business plan objectives by raising
occupancy, recycling capital through dispositions, retiring debt and funding new growth initiatives.
The year was also characterized by extreme volatility in the stock market. Our common share price reached a high for the
year of $10.14 in May and a low of $5.72 just five months later. Our total return (including reinvestment of dividends) on
our common shares was flat for the year. This was a disappointment that we do not believe fairly reflected the numerous
successes we achieved in the following areas:
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Leasing. Our subsidiaries executed new and renewal leases totaling approximately 4.9 million square
feet and increased overall portfolio occupancy from 93.4% to approximately 95.9%.
Capital Recycling. We monetized 17 properties for an aggregate price of approximately $160.1 million at
a weighted-average capitalization rate of 7.4%. Sale proceeds were primarily used to fund new investments and retire debt.
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Debt Reduction. We reduced consolidated leverage by approximately $119.3 million.
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Investments. We (1) acquired seven properties for $128.2 million, (2) engaged in six build-to-suit
transactions (including one in a joint venture) for an estimated purchase/completion cost of $125.1 million, and (3)
originated $18.8 million in third-party loan investments.
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Dividend Growth. We increased our quarterly common share dividend rate by 8.7% from $0.115 per
share to $0.125 per share, or $0.46 per share to $0.50 per share on an annualized basis.
Our two and three year total returns were 38.5% and 98.7%, respectively. We believe that this strong period of
outperformance reflects the actions we have taken to strengthen our balance sheet, refine and focus our investment and
portfolio strategies and improve our long-term growth prospects.
So far, 2012 has been a good year. Through March 26, 2012, our common share price increased by 21.8%. We believe that
we have viable strategies and opportunities to continue generating total returns that are attractive relative to other REITs,
equity investments and fixed income alternatives.
The good news is that there is always more work to be done, and as part of our continuing efforts to create shareholder
value in 2012, we expect to:
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Further reduce leverage and extend debt maturities. We intend to continue to reduce leverage and extend
our debt maturities, which we have partially accomplished through the refinancing of our secured revolving credit facility
and the procurement of the $215.0 million term loan facility in the first quarter of 2012. The margin over LIBOR on our
new secured revolving credit facility is 187.5 basis points compared to 250 basis points on our previous facility. In
addition, our new secured revolving credit facility extends the maturity by an additional year past the previous facility. Our
$215.0 million secured term loan provides us with seven year debt at rates lower than the debt being paid off with the
proceeds. This secured term loan allows us to refinance a substantial portion of our 2012 and 2013 debt maturities. In the
current interest rate environment, our finance professionals are well positioned to continue to take advantage of similar
refinancing opportunities.
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Dispose of non-core assets. We expect to continue to dispose of non-core and non-performing assets,
including retail, multi-tenant and vacant properties. While we have disposed of a substantial portion of these non-core and
non-performing assets since 2007, we are extremely sensitive to price. As a result, our disposition team continues to
proceed methodically through this process to maximize value.
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Increase occupancy and extend our portfolio weighted-average lease term. Through March 26, 2012, we
signed new and renewal leases for approximately 3.0 million square feet, which includes substantially all of our expected
lease renewals in 2012. Our asset management team continues to have great success with respect to releasing our
vacancies, maintaining high levels of occupancy and extending our portfolio weighted-average lease term.
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Acquire new, long-term single-tenant investments. In addition to acquiring existing product, we have
continued to provide construction financing and take-out financing for build-to-suit transactions. In the first quarter of
2012, we acquired a build-to-suit facility in Huntington, West Virginia that we were previously the construction lender for.
We believe we are a market leader in the single-tenant area and, as of March 26, 2012, we had approximately $167.6
million of transactions under contract that are expected to be completed in 2012 and the first half of 2013. We anticipate
that our acquisition volume will increase over the course of the year. We expect the new acquisitions sourced by our
acquisition team to improve the overall quality of our portfolio, extend our portfolio weighted-average lease term and add
to the cash flow that supports our dividend.
Since 2008, we have undertaken all of these efforts with a goal towards focusing our efforts on core-investments to simplify
our structure and strengthening of our balance sheet to improve our valuation. As always, we execute our business plan
with the goal of steady and dependable dividend growth for our shareholders. We believe that dividend yield and growth
will continue to be meaningful components of total return in what is currently an environment of low investment yields.
I would like to thank our shareholders for their continued support, our employees for another year of solid effort and our
corporate tenants for the opportunity to meet their occupancy needs.
Sincerely,
T. WILSON EGLIN
Chief Executive Officer, President and a Trustee
April 5, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2011
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Transition period from _________________ to ________________
Commission File Number 1-12386
LEXINGTON REALTY TRUST
(Exact name of Registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
One Penn Plaza, Suite 4015
New York, NY
(Address of principal executive offices)
13-3717318
(I.R.S. Employer Identification No.)
10119-4015
(Zip Code)
Registrant's telephone number, including area code (212) 692-7200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Shares of beneficial interests, par value $0.0001, classified as
Common Stock
8.05% Series B Cumulative Redeemable Preferred Stock,
par value $0.0001
6.50% Series C Cumulative Convertible Preferred Stock,
par value $0.0001
7.55% Series D Cumulative Redeemable Preferred Stock,
par value $0.0001
Name of Each Exchange on which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
.
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
.
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
No
.
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes
No
.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K
.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the
definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company) Smaller reporting company
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
.
The aggregate market value of the common shares held by non-affiliates of the Registrant as of June 30, 2011, which was the last business day of the Registrant's
most recently completed second fiscal quarter was $1,413,351,463 based on the closing price of the common shares on the New York Stock Exchange as of that
date, which was $9.13 per share.
Number of common shares outstanding as of February 23, 2012 was 155,397,555.
Certain information contained in the Definitive Proxy Statement for Registrant's Annual Meeting of Shareholders, to be held on May 15, 2012, is incorporated
by reference in this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.
TABLE OF CONTENTS
Description
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
Exhibits, Financial Statement Schedules
PART IV
Page
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12
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23
36
36
37
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40
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54
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99
99
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Introduction
PART I.
When we use the terms “Lexington,” the “Company,” “we,” “us” and “our,” we mean Lexington Realty Trust and all entities
owned by us, including non-consolidated entities, except where it is clear that the term means only the parent company. All interests
in properties are held through special purpose entities, which we refer to as property owner subsidiaries or lender subsidiaries, which
are separate and distinct legal entities, but in some instances are consolidated for financial statement purposes and/or disregarded
for income tax purposes.
References herein to this Annual Report are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
When we use the term “REIT” we mean real estate investment trust. All references to 2011, 2010 and 2009 refer to our fiscal years
ended, or the dates, as the context requires, December 31, 2011, December 31, 2010 and December 31, 2009, respectively.
Management of our interests in properties is generally conducted through Lexington Realty Advisors, Inc., a taxable REIT
subsidiary, which we refer to as LRA, or through a property management joint venture subsidiary.
Cautionary Statements Concerning Forward-Looking Statements
This Annual Report, together with other statements and information publicly disseminated by us contain certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and
include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based
on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words
“believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects” or similar expressions. Readers should not rely on forward-
looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond
our control and which could materially affect actual results, performances or achievements. In particular, among the factors that
could cause actual results, performances or achievements to differ materially from current expectations, strategies or plans include,
among others, those risks discussed below under “Risk Factors” in Part I, Item 1A of this Annual Report and “Management's
Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report. Except as required
by law, we undertake no obligation to publicly release the results of any revisions to these forward-looking statements which may
be made to reflect events or circumstances after the date hereof or to reflect occurrence of unanticipated events. Accordingly, there
is no assurance that our expectations will be realized.
Item 1. Business
General
We are a self-managed and self-administered REIT formed under the laws of the State of Maryland. Our primary business is
the acquisition, ownership and management of portfolios of single-tenanted office, industrial and retail properties. Our core assets
consist of general purpose, efficient, single-tenant net-leased office and industrial assets, in well-located and growing markets or
critical to the tenant's business. A majority of these properties are subject to triple net or similar leases, where the tenant bears all or
substantially all of the costs and/or cost increases for real estate taxes, utilities, insurance and ordinary repairs. In addition, we acquire,
originate and hold investments in loan assets and debt securities related to real estate.
As of December 31, 2011, we had ownership interests in approximately 185 consolidated real estate properties, located in
39 states and containing an aggregate of approximately 36.0 million square feet of space, approximately 95.6% of which was leased.
In 2011, 2010 and 2009, no tenant/guarantor represented greater than 10% of our annual base rental revenue.
In addition to our beneficial interests, par value $0.0001 per share, classified as common stock, which we refer to as common
shares, we have three outstanding classes of beneficial interests classified as preferred stock, which we refer to as preferred shares:
(1) 8.05% Series B Cumulative Redeemable Preferred Stock, which we refer to as our Series B Preferred Shares, (2) 6.50% Series C
Cumulative Convertible Preferred Stock, which we refer to as our Series C Preferred Shares, and (3) 7.55% Series D Cumulative
Redeemable Preferred Stock, which we refer to as our Series D Preferred Shares. Our common shares, Series B Preferred Shares,
Series C Preferred Shares and Series D Preferred Shares are traded on the New York Stock Exchange, or NYSE, under the symbols
“LXP”, “LXP pb”, “LXP pc” and “LXP pd”, respectively.
3
We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, which
we refer to as the Code, commencing with our taxable year ended December 31, 1993. We intend to continue to qualify as a REIT.
If we qualify for taxation as a REIT, we generally will not be subject to federal corporate income taxes on our net taxable income
that is currently distributed to our common shareholders.
History
Our predecessor was organized in Delaware in October 1993 upon the combination of two investment programs, Lepercq
Corporate Income Fund L.P. and Lepercq Corporate Income Fund II L.P., which were formed to acquire net-lease real estate assets
providing current income. Our predecessor was merged into Lexington Corporate Properties Trust, a Maryland statutory REIT, on
December 31, 1997. On December 31, 2006, Lexington Corporate Properties Trust was the successor in a merger with Newkirk
Realty Trust, or Newkirk, which we refer to as the Newkirk Merger. All of Newkirk's operations were conducted, and all of its assets
were held, through its master limited partnership, subsequently named The Lexington Master Limited Partnership, which we refer
to as the MLP. As of December 31, 2008, the MLP was merged with and into us.
We are structured as an umbrella partnership REIT, or UPREIT, and a portion of our business is conducted through our two
operating partnership subsidiaries: (1) Lepercq Corporate Income Fund L.P. and (2) Lepercq Corporate Income Fund II L.P. On
December 31, 2010, a third operating partnership subsidiary, Net 3 Acquisition L.P., was merged with and into us. We refer to these
subsidiaries as our operating partnerships and to limited partner interests in these operating partnerships as OP units. We are party
to funding agreements with our operating partnerships under which we may be required to fund distributions made on account of
OP units. The UPREIT structure enables us to acquire properties through our operating partnerships by issuing OP units to a seller
of property, as a form of consideration in exchange for the property. The outstanding OP units are generally redeemable for our
common shares on a one OP unit for approximately 1.13 common shares basis, or, at our election in certain instances, cash. We
believe that this structure facilitates our ability to raise capital and to acquire portfolio and individual properties by enabling us to
structure transactions which may defer tax gains for a contributor of property. As of December 31, 2011, there were approximately
4.0 million OP units outstanding, other than OP units held directly or indirectly by us, that are currently redeemable for approximately
4.5 million common shares if we satisfy redemptions entirely with common shares.
Current Economic Uncertainty and Capital Market Volatility
Our business continues to be impacted in a number of ways by the continued uncertainty in the overall economy and volatility
in the capital markets. We encourage you to read “Risk Factors” in Part I, Item 1A of this Annual Report for a discussion of certain
risks we are facing and “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item
7 of this Annual Report for a detailed discussion of the trends we believe are impacting our business.
Objectives and Strategy
General. We focus on maintaining a strong balance sheet and improving our long-term growth prospects. Since 2008, we believe
we have strengthened our balance sheet primarily by (1) repurchasing and retiring our debt and senior securities or by extending
their maturity date, (2) financing our properties with non-recourse mortgage debt or corporate credit facilities and term loans at what
we believe are favorable rates and using the proceeds to retire higher rate or shorter term debt, (3) issuing equity and recycling capital
by selling non-core properties, in order to create additional liquidity and (4) when opportunities arise, investing in core properties
with long-term leases and other real estate assets, which we believe will generate favorable returns.
We grow our portfolio primarily by: (1) buying properties and leasing them back to the sellers under net leases, (2) acquiring
properties already subject to net leases, (3) making mortgage and mezzanine loans secured by single tenant buildings and (4) engaging
in, or providing capital to developers who are engaged in, “build-to-suit” projects for corporate users.
As part of our ongoing business efforts, we expect to continue to (1) recycle capital in compliance with regulatory and contractual
requirements, (2) refinance or repurchase outstanding indebtedness when advisable, (3) effect strategic transactions, portfolio and
individual property acquisitions and dispositions, (4) expand existing properties, (5) execute new leases with tenants, (6) extend
lease maturities in advance of or at expiration and (7) explore new business lines and operating platforms. Additionally, we may
continue to enter into joint ventures and co-investment programs with third-party investors as a means of creating additional growth
and expanding the revenue realized from advisory and asset management activities as situations warrant.
4
Portfolio diversification is central to our investment strategy as we seek to create and maintain an asset base that provides steady,
predictable and growing cash flows while being insulated against rising property operating expenses, regional recessions, industry-
specific downturns and fluctuations in property values and market rent levels. Regardless of capital market and economic conditions,
we intend to stay focused on (1) enhancing operating results, (2) improving portfolio quality, (3) mitigating risks relating to interest
rates and the real estate cycle and (4) implementing strategies where our management skills and real estate expertise can add value.
We believe that our business strategy will continue to improve our liquidity and strengthen our overall balance sheet while creating
meaningful shareholder value.
Capital Recycling. We began to dispose of our interests in non-core assets in 2007, subject to regulatory and contractual
requirements. During 2011, we used the proceeds from dispositions to primarily make investments and retire debt and preferred
securities. During 2010 and 2009, we used the proceeds from dispositions to primarily retire debt. We continue to be focused on the
disposition of our interests in non-core assets, including vacant and under-performing assets.
Occasionally, we provide seller financing as a means of efficiently disposing of an asset. As a result, if a buyer defaults under
the seller financing, we will once again be the owner of the underlying asset.
Acquisition Strategies. When market conditions warrant, we seek to enhance our single-tenant property portfolio through
acquisitions of interests in core assets, including build-to-suit activities and the investment in loan assets and debt securities directly
or indirectly secured by core assets. Prior to effecting any acquisition, our underwriting includes analyzing the (1) property's design,
construction quality, efficiency, functionality and location with respect to the immediate sub-market, city and region, (2) lease integrity
with respect to term, rental rate increases, corporate guarantees and property maintenance provisions, (3) present and anticipated
conditions in the local real estate market and (4) prospects for selling or re-leasing the property on favorable terms in the event of a
vacancy. We also evaluate each potential tenant's financial strength, growth prospects, competitive position within its respective
industry and a property's strategic location and function within a tenant's operations or distribution systems. We believe that our
comprehensive underwriting process is critical to the assessment of long-term profitability of any investment by us.
Strategic Transactions with Other Real Estate Investment Companies. We seek to capitalize on the unique investment experience
of our management team as well as their network of relationships in the industry to achieve appropriate risk-adjusted yields through
strategic transactions. Accordingly, we occasionally pursue the (1) acquisition of portfolios of assets and equity interests in companies
with a significant number of single-tenant assets, including through mergers and acquisitions activity and (2) participation in strategic
partnerships, co-investment programs and joint ventures.
In connection with the Newkirk Merger, we acquired what is now a one-third interest in each of Concord Debt Holding LLC,
which we refer to as Concord, and CDH CDO LLC, which we refer to as CDH CDO. The remaining two-thirds interests are held
equally by WRT Realty L.P., which we refer to as Winthrop, and a wholly-owned subsidiary of Inland American Real Estate Trust,
Inc., which we refer to as Inland Concord. Each of Concord's and CDH CDO's primary business is the ownership of real estate loan
and bond assets.
In the second quarter of 2011, we formed an equally-owned joint venture, LW Sofi, LLC, with a subsidiary of Winthrop to
acquire the economic interests in a mezzanine loan owned by Concord. In the fourth quarter, the mezzanine loan was satisfied and
the joint venture was dissolved.
During 2007, we established Net Lease Strategic Assets Fund L.P., which we refer to as NLS, a co-investment program with a
wholly-owned subsidiary of Inland American Real Estate Trust, Inc., which we refer to as Inland NLS, to invest in specialty net-
leased real estate.
We believe that entering into co-investment programs and joint ventures with institutional investors and other real estate
investment companies may mitigate our risk in certain assets and increase our return on equity to the extent we earn management
or other fees. However, investments in co-investment programs and joint ventures limit our ability to make unilateral investment
decisions relating to the assets and limit our ability to deploy capital.
Acquisitions of Portfolios and Individual Net-lease Properties. We seek to acquire portfolios and individual properties from
(1) creditworthy companies in sale/leaseback transactions for properties that are integral to the sellers'/tenants' ongoing operations,
(2) developers of newly constructed properties built to suit the needs of a corporate tenant by financing the project during the
construction phase and/or agreeing to purchase the property upon completion of construction and occupancy by the tenant, (3) other
real estate investment companies through strategic transactions and (4) sellers of properties subject to an existing lease. We believe
that our geographical diversification and acquisition experience will allow us to continue to compete effectively for the acquisition
of such properties.
5
Competition
Through our predecessor entities, certain members of our management have been in the net-lease real estate business since 1973.
Over this period, our management established a broad network of contacts, including major corporate tenants, developers, brokers
and lenders. In addition, our management is associated with and/or participates in many industry organizations. Notwithstanding
these relationships, there are numerous commercial developers, real estate companies, financial institutions and other investors with
greater financial or other resources that compete with us in seeking properties for acquisition and tenants who will lease space in
these properties. Our competitors include other REITs, pension funds, banks, private companies and individuals.
Co-Investment Programs and Other Equity Method Investment Limited Partnerships
Net Lease Strategic Assets Fund L.P. NLS's portfolio consists of 42 specialty net-leased assets and a 40% tenant-in-common
interest in a property. These specialty net-leased assets, which were either sold or contributed by us to NLS, include data centers,
light manufacturing facilities, medical office facilities, car dealerships and a golf course.
At December 31, 2011, Inland NLS owned 85%, and we owned 15% of NLS's common equity, and we owned 100% of NLS's
preferred equity. LRA is the asset manager for NLS pursuant to a management agreement. The partnership agreement provides each
partner with a right of first offer and a buy/sell right after February 20, 2012.
Concord Debt Holdings LLC and CDH CDO LLC. On December 31, 2006, in connection with the Newkirk Merger, we acquired
a 50% interest in Concord, which owns bonds and loans secured, directly and indirectly, by real estate assets. The other 50% interest
in Concord was held by Winthrop. In 2008, we and Winthrop contributed our respective interest in Concord to Lex-Win Concord
LLC, which we refer to as Lex-Win Concord. Immediately following the contribution, Inland Concord was admitted to Concord as
a preferred member upon making a capital commitment. During the third quarter of 2010, Concord was restructured upon the
effectiveness of a settlement agreement with Inland Concord regarding Inland's capital commitment. As a result of the restructuring
(i) Lex-Win Concord was dissolved and (ii) Concord and a new entity, CDH CDO, are now owned equally by subsidiaries of us,
Winthrop and Inland Concord. The new entity purchased Concord's interest in Concord Real Estate CDO 2006-1 LTD, which we
refer to as CDO-1, from Concord with funds contributed by Inland Concord. The Company has made no additional contributions
and it has not recognized any income or loss as a direct result of the restructuring, however, we recognize future income on the cash
basis. The Company's investment in these ventures is valued at zero. Each of Concord's and CDH CDO's obligations are non-recourse
to us, and we have no obligation to fund the operations of Concord or CDH CDO unless we receive management fees, and then,
only to the extent of such management fees.
Other Equity Method Investment Limited Partnerships. We are a partner in five other partnerships with ownership percentages
ranging between 27% and 35%, which own primarily net-leased properties. All profits, losses and cash flows are distributed in
accordance with the respective partnership agreements. As of December 31, 2011, the partnerships had $21.6 million in non-recourse
mortgage debt (our proportionate share was $6.5 million) with interest rates ranging from 9.4% to 11.5%, a weighted-average interest
rate of 9.9% and maturity dates ranging from 2012 to 2016.
We have determined that NLS and Lex-Win Concord have met the conditions of significant subsidiaries under Rule 1-02(w) of
Regulation S-X for certain years. The separate financial statements of NLS and Lex-Win Concord, as required pursuant to Rule 3-09
of Regulation S-X, are filed as Exhibits 99.1 and 99.2, respectively, to this Annual Report.
Internal Growth and Effectively Managing Assets
Tenant Relations and Lease Compliance. We endeavor to maintain close contact with the tenants in the properties in which we
have an interest in order to understand their financial status and future real estate needs. We monitor the financial, property maintenance
and other lease obligations of the tenants in properties in which we have an interest, through a variety of means, including periodic
reviews of financial statements that we have access to and physical inspections of the properties.
Extending Lease Maturities. Our property owner subsidiaries seek to extend tenant leases in advance of the lease expiration in
order for us to maintain a balanced lease rollover schedule and high occupancy levels.
Revenue Enhancing Property Expansions. Our property owner subsidiaries undertake expansions of properties based on lease
requirements, tenant requirements or marketing opportunities. We believe that selective property expansions can provide attractive
rates of return and our property owner subsidiaries actively seek such opportunities.
6
Property Sales. Subject to regulatory requirements, we sell our interests in properties when we believe that the return realized
from selling a property will exceed the expected return from continuing to hold such property and/or if there is a better use of capital
such as repurchasing our debt and senior securities.
Conversion to Multi-Tenant. If one of our property subsidiaries is unable to renew a single-tenant net lease or if it is unable to
find a replacement single tenant, we either attempt to sell our interest in the property or have the property owner subsidiary convert
the property to multi-tenant use and begin the process of leasing space. When appropriate, we seek to sell our interests in multi-
tenant properties.
Property Management. From time to time, our property owner subsidiaries use property managers to manage certain properties.
In 2010, we formed a property management joint venture with an unaffiliated third party to manage substantially all of these properties.
We believe this joint venture provides us with (1) better management of our assets, (2) better tenant relationships, (3) revenue-
enhancing opportunities and (4) cost efficiencies.
Financing Strategy
General. Since becoming a public company, our principal sources of financing have been the public and private equity and debt
markets, property specific debt, revolving loans, corporate term loans, issuance of OP units and undistributed cash flows.
Property Specific Debt. Our property owners seek to finance certain of their assets with non-recourse secured debt.
Corporate Level Borrowings. We also use corporate-level borrowings, such as revolving loans and term loans, as needed, and
when other forms of financing are not available or appropriate. In January 2012, we procured a $215.0 million secured term loan
from Wells Fargo Bank, National Association, as agent. The term loan is secured by ownership interest pledges by certain subsidiaries
that collectively own a borrowing base of properties. The secured term loan matures in January 2019. The secured term loan requires
regular payments of interest only at an interest rate dependent on our leverage ratio, as defined, as follows: 2.00% plus LIBOR if
our leverage ratio is less than 45%, 2.25% plus LIBOR if our leverage ratio is between 45% and 50%, 2.45% plus LIBOR if our
leverage ratio is between 50% and 55%, and 2.85% plus LIBOR if our leverage ratio exceeds 55%. Upon the date when we obtain
an investment grade debt rating from at least two of Standard & Poor's, Moody's and Fitch, the interest rate under the secured term
loan will be dependent on our debt rating. We may not prepay any outstanding borrowings under the secured term loan through
January 12, 2013, but may prepay outstanding borrowings anytime thereafter, however at a premium for the next three years.
Also in January 2012, we refinanced our $300.0 million secured revolving credit facility procured in January 2011, which was
scheduled to expire in January 2014, but could have been extended to January 2015 at our option, with a new $300.0 million secured
revolving credit facility with KeyBank National Association, which we refer to as KeyBank, as agent. The new secured revolving
credit facility has the same security as the new secured term loan. The new secured revolving credit facility bears interest at 1.625%
plus LIBOR if our leverage ratio, as defined, is less than 45%, 1.875% plus LIBOR if our leverage ratio is between 45% and 50%,
2.125% plus LIBOR if our leverage ratio is between 50% and 55% and 2.375% plus LIBOR if our leverage ratio exceeds 55%. Upon
the date when we obtain an investment grade credit rating from at least two of Standard & Poor's, Moody's and Fitch, the interest
rate under the secured revolving credit facility will be dependent on our debt rating. The new secured revolving credit facility matures
in January 2015 but can be extended until January 2016 at our option. With the consent of the lenders, we can increase the size of
the secured revolving credit facility by $225.0 million for a total secured revolving credit facility size of $525.0 million by adding
properties to the borrowing base and admitting additional lenders. The borrowing availability of the secured revolving credit facility
is based upon the net operating income, as defined, of the properties comprising the borrowing base.
We expect to use the new secured term loan to refinance certain indebtedness, the majority of which is maturing in 2012. We
borrowed $108.0 million under the secured term loan and $28.0 million under the secured revolving credit facility to repay the term
loans in the original principal amounts of $25.0 million and $45.0 million, which were procured from KeyBank in March 2008 and
to satisfy $62.2 million outstanding principal amount of 5.45% Exchangeable Guaranteed Notes tendered pursuant to a holder
repurchase option in January 2012. In addition, effective February 1, 2012, we entered into an interest-rate swap agreement to fix
LIBOR at 1.512% for seven years on $108.0 million of secured term loan LIBOR-based debt. Accordingly, the amount outstanding
under the secured new term loan bears interest at a rate of 3.76% as of the date of filing this Annual Report.
During 2010, we issued $115.0 million aggregate principal amount of 6.00% Convertible Guaranteed Notes. The notes pay
interest semi-annually in arrears and mature in January 2030. The holders of the notes may require us to repurchase their notes in
January 2017, January 2020 and January 2025 for cash equal to 100% of the notes to be repurchased, plus any accrued and unpaid
interest. We may not redeem any notes prior to January 2017, except to preserve our REIT status. As of the date of filing this Annual
Report, the notes have a conversion rate of 142.6917 common shares per $1,000 principal amount of the notes, representing a
conversion price of $7.01 per share. The conversion rate is subject to adjustment under certain circumstances. The notes are convertible
by the holders under certain circumstances for cash, common shares or a combination of cash and common shares at our election.
7
Deleveraging. Our primary focus for 2011, 2010 and 2009 was to effectively use our capital to deleverage our balance sheet by
refinancing, satisfying and repurchasing indebtedness. During 2011, 2010 and 2009, we reduced our overall consolidated indebtedness
by $119.3 million, $300.3 million and $305.6 million, respectively, including $25.5 million and $123.4 million in 2010 and 2009,
respectively, original principal amount of our 5.45% Exchangeable Guaranteed Notes.
Common Share Issuances
During 2011, we raised approximately $90.5 million by issuing 10.0 million common shares through a public offering. The
proceeds from the common share offering were primarily used to fund investments and retire indebtedness. During 2010, we raised
approximately $157.8 million by issuing approximately 22.4 million common shares through two public offerings. The proceeds
from these common share offerings were primarily used to retire indebtedness.
We also maintain a direct share purchase plan with a dividend reinvestment component. During 2011 and 2010, we issued
approximately 1.1 million and 1.3 million common shares, respectively, under our direct share purchase plan raising net proceeds
of $8.4 million and $8.6 million, respectively. The net proceeds were primarily used to fund investments and retire indebtedness.
Common Share Repurchases
During 2008, we entered into a forward equity commitment to purchase 3.5 million common shares at a price of $5.60 per share,
or a total of $19.6 million. We made mandatory prepayments totaling $15.6 million in 2008 and 2009. Share dividends in 2009 were
held as additional collateral. The commitment was settled in October 2011 for a cash payment of approximately $4.0 million and
approximately 4.0 million common shares, constituting all of the underlying common shares, were retired. As of December 31, 2011,
1.1 million common shares/OP units remained eligible for repurchase under our previously announced share repurchase authorization.
Preferred Share Repurchases
During 2011, we repurchased and retired approximately 0.4 million Series B Preferred Shares and 0.1 million Series C Preferred
Shares. The aggregate purchase price of $15.5 million was at a $1.3 million discount to the liquidation preferences of the preferred
shares.
Advisory Contracts
General. Certain members of our management have been in the business of investing in single-tenant net-lease properties since
1973. This experience has enabled us to provide advisory services to various net-lease investors.
Third Party Investors. In 2001, LRA entered into an advisory and asset management agreement to invest and manage an equity
commitment of up to $50.0 million on behalf of a private third-party investment fund. Under the agreement, LRA earns (1) an
acquisition fee (90 basis points of total acquisition costs), (2) an annual asset management fee (30 basis points of gross asset value)
and (3) an incentive fee (16% of the return in excess of an internal rate of return of 10% earned by the investment fund). The investment
fund made no purchases in 2011, 2010 or 2009 and owned one property as of December 31, 2011.
Affiliated Investors. Through LRA, we provide advisory services to NLS. In exchange for providing advisory services to NLS,
LRA receives (1) a management fee of 0.375% of the equity capital, as defined, (2) a property management fee of up to 3.0% of
actual gross revenues from certain assets where the landlord is obligated to provide property management services (contingent upon
the recoverability of such fees from the tenant under the applicable lease) and (3) an acquisition fee of 0.5% of the gross purchase
price of each asset acquired by NLS.
Environmental Matters
Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property
may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property as
well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines and
penalties and damages for injuries to persons and adjacent property. Such laws often impose liability without regard to whether the
owner knew of, or was responsible for, the presence or disposal of such substances. Although generally the tenants of the properties
in which we have an interest are primarily responsible for any environmental damage and claims related to the leased premises, in
the event of the bankruptcy or inability of a tenant of such premises to satisfy any obligations with respect to such environmental
liability, a property owner subsidiary may be required to satisfy such obligations. In addition, as the owner of such properties, a
property owner subsidiary may be held directly liable for any such damages or claims irrespective of the provisions of any lease.
8
From time to time, in connection with the conduct of our business and generally upon acquisition of a property and prior to
surrender by a tenant, the property owner subsidiary authorizes the preparation of a Phase I and, when necessary, a Phase II
environmental report with respect to its properties. Based upon such environmental reports and our ongoing review of the properties
in which we have an interest, as of the date of this Annual Report, we are not aware of any environmental condition with respect to
any of the properties in which we have an interest which we believe would be reasonably likely to have a material adverse effect on
our financial condition and/or results of operations. There can be no assurance, however, that (1) the discovery of environmental
conditions, the existence or severity of which were previously unknown, (2) changes in law, (3) the conduct of tenants or (4) activities
relating to properties in the vicinity of the properties in which we have an interest, will not expose us to material liability in the future.
Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions
on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations
of the tenants of properties in which we have an interest, which would adversely affect our financial condition and/or results of
operations.
Impairment Charges
During 2011, 2010 and 2009, we incurred $117.4 million, $56.9 million and $175.9 million, respectively, of non-cash impairment
charges primarily related to (1) sales and other dispositions, or the possible sale or disposition, of assets at below book value, (2)
vacancies of certain assets and (3) during 2009, $74.7 million of non-cash impairment charges related to our investment in Lex-Win
Concord and another non-consolidated investment, which are included in equity in earnings (losses) of non-consolidated entities in
our Consolidated Statement of Operations. In addition, we may continue to take similar non-cash impairment charges, which could
be material in amount, due to (1) the current economic environment and (2) the implementation of our current business strategy,
which may include sales of properties acquired in the Newkirk Merger that have a high cost basis because of our common share
price at the time of the Newkirk Merger.
Summary of 2011 Transactions and Recent Developments
The following summarizes certain of our transactions during 2011, including transactions disclosed above and in our other
periodic reports.
Sales. With respect to sales activity, we monetized our interests in 17 properties to unaffiliated third parties for an aggregate
gross price of $160.1 million.
Acquisitions/Investments.
Property Acquisitions. Through property owner subsidiaries, we acquired the following properties in separate transactions:
Location
Byhalia, MS(1)
Rock Hill, SC
Allen, TX
Shelby, NC(1)
Columbus, OH
Chillicothe, OH
Aurora, IL
Property Type
Square Feet
(000's)
Industrial
Office
Office
Industrial
Office
Industrial
Office
514
80
293
674
42
475
210
2,288
Acquisition Date
May 2011
May 2011
May 2011
June 2011
July 2011
October 2011
October 2011
Initial Cost Basis
(million)
$
$
$
$
$
$
$
$
27.5
7.4
36.3
23.5
6.1
12.1
15.3
128.2
Lease Expiration
03/2026
08/2021
03/2018
05/2031
07/2027
06/2026
09/2017
(1) Completed build-to-suit transaction
In addition, property owner subsidiaries:
- purchased 3.38 acres of land adjacent to a property in which we have an interest located in Lakewood, Colorado for $0.2
million;
- deposited $1.7 million in cash and a $1.6 million letter of credit toward the purchase of a $17.6 million to-be-built, 80,000
square foot office property in Eugene, Oregon. Substantial completion of the property is estimated to be in the first quarter
of 2013. We can provide no assurances that this purchase will be consumated; and
- received a deed-in-lieu of foreclosure on a vacant office property in Wilsonville, Oregon.
9
Built-to-Suit Transactions. Through property owner subsidiaries, we were engaged in the following build-to-suit
transactions:
Property
Type
Square Feet
(000's)
Expected
Maximum
Commitment/
Contribution
(million)
Estimated
Purchase Price/
Completion Cost
(million)
Lease Term
(Years)
Estimated
Completion Date
Location
Saint Joseph, MO
Huntington, WV(1)
Shreveport, LA
Florence, SC
Office
Office
Industrial
Office
Long Island City, NY(2)
Industrial
Jessup, PA
Office
99
70
257
32
143
150
751
$
$
$
$
$
$
$
18.0
11.8
2.5
5.1
46.7
20.8
104.9
$
$
$
$
$
$
$
18.0
12.6
13.1
5.1
55.5
20.8
125.1
15
15
10
12
15
15
2Q 12
1Q 12
2Q 12
1Q 12
1Q 13
2Q 12
(1) Property acquired January 2012.
(2) Joint venture investment. Estimated completion cost includes joint venture partner's equity.
Loan Investments. Through lender subsidiaries, we:
- made a $10.0 million mezzanine loan secured by a 100% pledge of all equity interests in the entities which owned two,
to-be-constructed distribution facilities. The loan was scheduled to mature in June 2013 and had an interest rate of 15.0%
for the first year and 18.5% for the second year. The loan was fully satisfied in December 2011 for an $11.5 million payment
which included accrued interest and yield maintenance;
- loaned $3.0 million to the buyer in connection with the sale for $3.7 million of a vacant industrial property. The loan is
secured by the property, bears interest at 7.8% and matures in January 2013;
- received $9.5 million, plus accrued interest, in full satisfaction of a mezzanine loan made in 2010, which was secured by
interests in multiple properties; and
- contributed $5.8 million to a newly formed joint venture to invest in a mezzanine loan and received $7.9 million upon the
joint venture liquidation.
Leasing. Through our property owner subsidiaries, we entered into 62 new leases and lease extensions encompassing an aggregate
4.9 million square feet. Our property owner subsidiaries received $22.4 million from five lease terminations of which $21.3
million is included in deferred revenue in the Consolidated Balance Sheet at December 31, 2011.
Financing. With respect to financing activities, in January 2011 we refinanced our $220.0 million secured revolving credit
facility, which was scheduled to expire in February 2011 but could have been extended to February 2012, with a $300.0 million
secured revolving credit facility with a maturity date of January 2014 but could have been extended at our option to January
2015, which was refinanced subsequent to year end as described elsewhere in this Annual Report.
Through our property owner subsidiaries, we:
- retired $134.3 million in property non-recourse mortgage debt; and
- obtained $15.0 million non-recourse mortgage financing on an industrial property.
Capital. With respect to capital activities, we:
- issued 10.0 million common shares in a public offering, raising net proceeds of approximately $90.5 million;
- issued approximately 1.1 million common shares under our direct share purchase plan raising net proceeds of approximately
$8.4 million;
10
- settled our common share forward purchase equity commitment for approximately $4.0 million and retired approximately
4.0 million common shares; and
- repurchased and retired approximately 0.4 million Series B Preferred Shares and approximately 0.1 million Series C
Preferred Shares for an aggregate purchase price of approximately $15.5 million.
Subsequent to December 31, 2011, we:
- procured a $215.0 million seven-year secured term loan and refinanced our existing $300.0 million secured revolving credit
facility;
- satisfied term loans obtained in 2008 that had an aggregate outstanding principal amount of $60.6 million;
- satisfied a swap liability of $3.5 million;
- repurchased $62.2 million outstanding principal amount of 5.45% Exchangeable Guaranteed Notes tendered pursuant to a
holder repurchase option in January 2012;
- through a property owner subsidiary, acquired the build-to-suit office property located in Huntington, West Virginia; and
- delivered a notice exercising the buy/sell right in the NLS partnership agreement and received notification from our partner
exercising the right of first offer in the NLS partnership agreement.
Other
Employees. As of December 31, 2011, we had 54 full-time employees. Lexington Realty Trust is a master employer and employee
costs are allocated to subsidiaries as applicable.
Industry Segments. We operate in primarily one industry segment, net-leased real estate assets.
Web Site. Our Internet address is www.lxp.com and the investor relations section of our web site is located at www.snl.com/
irweblinkx/corporateprofile.aspx?iid=103128. We make available, free of charge, on or through the investor relations section of our
web site or by contacting our Investor Relations Department, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the U.S. Securities and Exchange Commission, which we refer to as the SEC. Also posted on our web site, and available in print
upon request of any shareholder to our Investor Relations Department, are our amended and restated declaration of trust and amended
and restated by-laws, charters for our Audit Committee, Compensation Committee and Nominating and Corporate Governance
Committee, our Corporate Governance Guidelines, and our Code of Business Conduct and Ethics governing our trustees, officers
and employees (which contains our whistle blower procedures). Within the time period required by the SEC and the NYSE, we will
post on our web site any amendment to the Code of Business Conduct and Ethics and any waiver applicable to any of our trustees
or executive officers. In addition, our web site includes information concerning purchases and sales of our equity securities by our
executive officers and trustees as well as disclosure relating to certain non-GAAP financial measures (as defined in the SEC's
Regulation G) that we may make public orally, telephonically, by webcast, by broadcast or by similar means from time to time.
Information contained on our web site or the web site of any other person is not incorporated by reference into this Annual Report
or any of our other filings with the SEC.
Our Investor Relations Department can be contacted at Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, NY
10119-4015, Attn: Investor Relations, telephone: (212) 692-7200, e-mail: ir@lxp.com.
Principal Executive Offices. Our principal executive offices are located at One Penn Plaza, Suite 4015, New York, NY
10119-4015; our telephone number is (212) 692-7200.
NYSE CEO Certification. Our Chief Executive Officer made an unqualified certification to the NYSE with respect to our
compliance with the NYSE corporate governance listing standards in June 2011.
11
Item 1A. Risk Factors
Set forth below are material factors that may adversely affect our business and operations.
We are subject to risks involved in single-tenant leases.
We focus our acquisition activities on real properties that are net leased to single tenants. Therefore, the financial failure of, or
other default by, a single tenant under its lease is likely to cause a significant reduction in the operating cash flow generated by the
property leased to that tenant and might decrease the value of that property. In addition, our property owner subsidiary will be
responsible for 100% of the operating costs following a vacancy at a single-tenant building.
We rely on revenues derived from major tenants.
Revenues from several tenants and/or their guarantors constitute a significant percentage of our base rental revenues. The default,
financial distress or bankruptcy of any of the tenants and/or guarantors of these properties could cause interruptions in the receipt
of lease revenues and/or result in vacancies, which would reduce the property owner subsidiary's revenues and increase operating
costs until the affected property is re-let, and could decrease the ultimate sale value of that property. Upon the expiration or other
termination of the leases that are currently in place with respect to these properties, the property owner subsidiary may not be able
to re-lease the vacant property at a comparable lease rate, at all, or without incurring additional expenditures in connection with the
re-leasing. See “Management's Discussion and Analysis of Financial Conditions and Results of Operations - Overview - Leasing
Trends” in Part II, Item 7 of this Annual Report for further discussion.
Our assets may be subject to impairment charges.
We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the
existence of impairment indicators is based on generally accepted accounting principles, which include a variety of factors such as
market conditions, the status of significant leases, the financial condition of major tenants and other factors that could affect the cash
flow or value of an investment. During 2011, 2010 and 2009, we incurred $117.4 million, $56.9 million and $175.9 million,
respectively, of non-cash impairment charges. A substantial portion of these impairments related to assets acquired in the Newkirk
Merger that have a high cost basis because of our common share price at the time of the Newkirk Merger. In addition, we may
continue to take similar non-cash impairment charges, which could affect the implementation of our current business strategy. These
impairments could have a material adverse effect on our financial condition and results of operations.
Our interests in loans receivable are subject to delinquency, foreclosure and loss.
Our interests in loans receivable are generally non-recourse and secured by real estate properties owned by borrowers that were
unable to obtain similar financing from a commercial bank. These loans are subject to risks of delinquency as well as risk associated
with the capital markets. The ability of a borrower to repay a loan secured by a real estate property is typically and primarily dependent
upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If a
borrower were to default on a loan, it is possible that the lender subsidiary would not recover the full value of the loan and the
collateral may be non-performing. In 2011, one of our lender subsidiaries received a deed-in-lieu of foreclosure on an office property
in Wilsonville, Oregon, which the tenant vacated in 2010. The loan had an outstanding principal balance of $10.6 million, which we
believe was above the fair value of the property, and accordingly we incurred an impairment charge in 2010 of $3.8 million relating
to this loan.
We face uncertainties relating to lease renewals and re-letting of space.
Upon the expiration of current leases for space located in properties in which we have an interest, our property owner subsidiary
may not be able to re-let all or a portion of that space, or the terms of re-letting (including the cost of concessions to tenants and
leasing commissions) may be less favorable to our property owner subsidiary than current lease terms or market rates. If our property
owner subsidiaries are unable to promptly re-let all or a substantial portion of the space located in their respective properties, or if
the rental rates a property owner subsidiary receives upon re-letting are significantly lower than current rates, our earnings and ability
to make expected distributions to our shareholders may be adversely affected due to the resulting reduction in rent receipts and
increase in our property owner subsidiary's property operating costs. There can be no assurance that our property owner subsidiaries
will be able to retain tenants in any of our properties upon the expiration of leases.
12
Our inability to carry out our growth strategy could adversely affect our financial condition and results of operations.
Our growth strategy is based on the acquisition and development of additional properties and related assets, including acquisitions
of large portfolios and real estate companies and acquisitions through co-investment programs and joint ventures. In the context of
our business plan, “development” generally means an expansion or renovation of an existing property or the financing and/or
acquisition of a newly constructed build-to-suit property. We may provide a developer with either a combination of (1) financing for
construction of a build-to-suit property, or (2) a commitment to acquire a property upon completion of construction of a build-to-
suit property and commencement of rent from the tenant. In addition, we may acquire a property subject to a lease and engage a
developer to complete construction of a build-to-suit property as required by the lease. Our plan to grow through the acquisition and
development of new properties could be adversely affected by trends in the real estate and financing businesses. The consummation
of any future acquisitions will be subject to satisfactory completion of an extensive valuation analysis and due diligence review and
to the negotiation of definitive documentation. Our ability to implement our strategy may be impeded because we may have difficulty
finding new properties and investments at attractive prices that meet our investment criteria, negotiating with new or existing tenants
or securing acceptable financing. If we are unable to carry out our strategy, our financial condition and results of operations could
be adversely affected. Acquisitions of additional properties entail the risk that investments will fail to perform in accordance with
expectations, including operating and leasing expectations. Redevelopment and new project development are subject to numerous
risks, including risks of construction delays, cost overruns or force majeure events that may increase project costs, new project
commencement risks such as the receipt of zoning, occupancy and other required governmental approvals and permits, and the
incurrence of development costs in connection with projects that are not pursued to completion.
Some of our acquisitions and developments may be financed using the proceeds of periodic equity or debt offerings, lines of
credit or other forms of secured or unsecured financing that may result in a risk that permanent financing for newly acquired projects
might not be available or would be available only on disadvantageous terms. If permanent debt or equity financing is not available
on acceptable terms to refinance acquisitions undertaken without permanent financing, further acquisitions may be curtailed, or cash
available for distribution to shareholders may be adversely affected.
Acquisition activities may not produce expected results and may be affected by outside factors.
We intend to continue to acquire core properties. Acquisitions of commercial properties entail certain risks, such as (1) occupancy,
rental rates and expenses may differ from estimates, (2) the properties may become subject to environmental liabilities that we were
unaware of at the time we acquired the property despite any environmental testing, (3) we may have difficulty obtaining financing
on acceptable terms or paying the operating expenses and debt service associated with acquired properties prior to sufficient occupancy
and (4) projected exit strategies may not come to fruition due to a variety of factors such as market conditions at time of dispositions.
We may not be successful in identifying suitable real estate properties or other assets that meet our acquisition criteria, or we
may fail to complete acquisitions or investments on satisfactory terms. Failure to identify or complete acquisitions could slow our
growth, which could, in turn, have a material adverse effect on our financial condition and results of operations.
We face certain risks associated with our build-to-suit activities.
From time to time, we engage in, or provide capital to developers who are engaged in, build-to-suit activities. We face uncertainties,
associated with a developer's performance and timely completion of a project. If a developer fails to perform, we may resort to legal
action to compel performance, remove the developer or rescind the purchase or construction contract. A developer's performance
may also be affected or delayed by conditions beyond the developer's control. We may incur additional risks when we make periodic
progress payments or other advances to developers before completion of construction. These and other factors can result in increased
costs of a project or loss of our investment. We also rely on third-party construction managers and/or engineers to monitor the
construction activities.
We rely on rental income and expense projections and estimates of the fair market value of a property upon completion of
construction when agreeing upon a purchase price at the time we acquire the property, which may be up to two years prior to the
estimated date of completion. If our projections are inaccurate, we may pay more than the fair value of a property.
Our multi-tenant properties expose us to additional risks.
Our multi-tenant properties involve risks not typically encountered in real estate properties which are operated by a single tenant.
The ownership of multi-tenant properties could expose us to the risk that a sufficient number of suitable tenants may not be found
to enable the property to operate profitably and provide a return to us. This risk may be compounded by the failure of existing tenants
to satisfy their obligations due to various factors, including the current economic crisis. These risks, in turn, could cause a material
adverse impact to our results of operations and business.
13
Multi-tenant properties are also subject to tenant turnover and fluctuation in occupancy rates, which could affect our operating
results. Multi-tenant properties also expose us to the risk of potential "CAM slippage," which may occur when the actual cost of
taxes, insurance and maintenance at the property exceeds the operating expenses paid by tenants.
We are highly leveraged, which increases risk of default on our obligations and debt service requirements.
We are more leveraged than certain of our competitors. We have incurred, and may continue to incur, direct and indirect
indebtedness in furtherance of our activities. Neither our amended and restated declaration of trust nor any policy statement formally
adopted by our Board of Trustees limits either the total amount of indebtedness or the specified percentage of indebtedness that we
may incur, and accordingly, we could become even more highly leveraged. High levels of leverage may result in an increased risk
of default on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition,
results of operations and our ability to pay distributions.
Market interest rates could have an adverse effect on our borrowing costs, profitability and our share price.
We have exposure to market risks relating to increases in interest rates due to our variable-rate debt. An increase in interest rates
may increase our costs of borrowing on existing variable-rate indebtedness, leading to a reduction in our earnings. As of December
31, 2011, we had no amounts outstanding in consolidated variable-rate indebtedness that were not subject to an interest-rate swap
agreement. However, borrowings under our new secured revolving credit facility and new secured term loan are subject to variable
rates. Effective February 1, 2012, we entered into an interest-rate swap agreement to fix LIBOR at 1.512% on $108.0 million of
borrowings under the new secured term loan. The level of our variable-rate indebtedness, along with the interest rate associated with
such variable-rate indebtedness, may change in the future and materially affect our interest costs and earnings. In addition, our interest
costs on our fixed-rate indebtedness may increase if we are required to refinance our fixed-rate indebtedness upon maturity at higher
interest rates.
Furthermore, the public valuation of our common shares is related primarily to the earnings that we derive from rental income
with respect to the properties in which we have an interest and not from the underlying appraised value of the properties themselves.
As a result, interest rate fluctuations and capital market conditions can affect the market value of our common shares. For instance,
if interest rates rise, the market price of our common shares may decrease because potential investors seeking a higher dividend yield
than they would receive from our common shares may sell our common shares in favor of higher rate interest-bearing securities.
Continued disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms and have
other adverse effects on us.
Since 2008, the United States credit markets have experienced significant dislocations and liquidity disruptions which have
caused the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity
in the debt markets, making financing terms for borrowers less attractive, and in certain cases have resulted in the unavailability of
certain types of debt financing. Continued uncertainty in the credit markets may negatively impact our ability to access additional
debt financing on reasonable terms, which may negatively affect our ability to make acquisitions. A prolonged downturn in the credit
markets may cause us to seek alternative sources of potentially less attractive financing and may require us to adjust our business
plan accordingly. In addition, these factors may make it more difficult for us to sell properties or may adversely affect the price we
receive for properties that we do sell, as prospective buyers may experience increased costs of capital or difficulties in obtaining
capital. These events in the credit markets have also had an adverse effect on other financial markets in the United States, which
may make it more difficult or costly for us to raise capital through the issuance of our common shares or preferred shares. These
disruptions in the financial markets may have other adverse effects on us or the economy in general.
In addition to the interest rate swap agreement on $108.0 million of borrowing under our new secured term loan, we have interest
rate swap agreements through our investment in CDH CDO. The counterparties of these arrangements are major financial institutions;
however, we are exposed to credit risk in the event of non-performance by the counterparties.
The trading price of our common shares has been, and may continue to be, subject to significant fluctuations.
Since January 1, 2008, the closing sale price of our common shares on the New York Stock Exchange (composite) has ranged
from $17.22 to $2.01 per share. The market price of our common shares may fluctuate in response to company-specific and securities
market events and developments including those described in this Annual Report. In addition, the amount of our indebtedness may
impact investor demand for our common shares, which could have a material effect on the market price of our common shares.
14
We have engaged and may engage in hedging transactions that may limit gains or result in losses.
We have used derivatives to hedge certain of our liabilities. This has certain risks, including losses on a hedge position, which
have in the past and may in the future reduce the return on our investments. Such losses may exceed the amount invested in such
instruments. In addition, counterparties to a hedging arrangement could default on their obligations. We may have to pay certain
costs, such as transaction fees or breakage costs, related to hedging transactions.
We face risks associated with refinancings.
A significant number of the properties in which we have an interest, as well as corporate-level borrowings, are subject to mortgage
or other secured notes with balloon payments due at maturity.
As of December 31, 2011, the consolidated scheduled balloon payments, for the next five calendar years, are as follows:
Year
2012 (1)
2013 (2)
2014
2015
2016
Non-Recourse
Property-Specific
Balloon Payments
147.9 million
234.9 million
229.1 million
268.8 million
121.9 million
$
$
$
$
$
$
$
$
$
$
Corporate Recourse
Balloon Payments(3)
62.2 million
60.6 million
—
—
—
(1) Includes 5.45% Exchangeable Guaranteed Notes due in January 2027 which were repurchased and retired in January 2012 pursuant
to a holder repurchase option.
(2) Includes corporate recourse balloon payments satisfied subsequent to December 31, 2011.
(3) Balances were retired with borrowings from our secured term loan and secured revolving credit facility obtained in 2012.
The ability to make the scheduled balloon payment on a non-recourse mortgage note will depend upon (1) in the event we
determine to contribute capital, our cash balances and the amount available under our secured term loan and secured revolving credit
facility and (2) the property owner subsidiary's ability either to refinance the related mortgage debt or to sell the related property. If
the property owner subsidiary is unable to refinance or sell the related property, the property may be conveyed to the lender through
foreclosure or the property owner subsidiary may declare bankruptcy. The failure to pay the balloon payment may strain relationships
with lenders.
We face risks associated with returning properties to lenders.
A significant number of the properties in which we have an interest are subject to non-recourse mortgages, which generally
provide that a lender can only look to the property in the event of a default. During January 2012, a lender foreclosed on a vacant
property in Tulsa, Oklahoma, in which we had an interest and during 2009, lenders foreclosed on vacant properties located in
Richmond, Virginia and Plymouth, Michigan, in which we had an interest, because the property owner subsidiaries were unable to
pay the required debt service. In 2009, a vacant property in Houston, Texas was disposed of in the bankruptcy of the property owner
subsidiary because the property owner subsidiary was unable to pay the required debt service. As a result, we lost all of our interest
in these properties and any future opportunities to re-tenant these properties. The loss of a significant number of properties to
foreclosure or bankruptcy could adversely affect our (1) financial condition and results of operations, (2) relationships with lenders
and (3) ability to obtain additional financing in the future.
In addition, in instances not involving us, there are at least two cases in Michigan where a lender has been successful (at the
trial court level in one case and at the trial court and appeals court level in the other case) in triggering a carve out to the non-recourse
nature of a mortgage loan because the value of the property declined below the balance of the mortgage. While we believe this goes
against the express intention of a non-recourse mortgage loan, to the extent these cases are not overturned or superseded by legislation,
the ability of our property owner subsidiaries to return properties to lenders may be inhibited and we may be liable for all or a portion
of such losses.
15
Certain of our properties are cross-collateralized, and certain of our indebtedness is cross-defaulted.
As of December 31, 2011, the mortgages on three sets of two properties, one set of three properties and one set of four properties
are cross-collateralized. In addition, (1) our new secured revolving credit facility and our new secured term loan are secured by
ownership interest pledges in a borrowing base of properties, (2) our $45.0 million original principal amount secured term loan (of
which $35.6 million was outstanding at December 31, 2011 and all of which was satisfied in January 2012) was secured by pledges
of interests in a borrowing base of interests in certain properties and (3) our $25.0 million secured term loan (all of which was satisfied
in January 2012) was secured by pledges of interests in three properties. To the extent that any of the properties in which we have
an interest are cross-collateralized, any default by the property owner subsidiary under the mortgage note relating to one property
will result in a default under the financing arrangements relating to any other property that also provides security for that mortgage
note or is cross-collateralized with such mortgage note.
In addition, our new secured revolving credit facility, new secured term loan, and 6.00% Convertible Guaranteed Notes contain
cross-default provisions, which may be triggered if we default on indebtedness in excess of certain thresholds.
We face possible liability relating to environmental matters.
Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner of real property,
our property owner subsidiaries may be liable for the costs of removal or remediation of certain hazardous or toxic substances at,
on, in or under the properties in which we have an interest as well as certain other potential costs relating to hazardous or toxic
substances. These liabilities may include government fines and penalties and damages for injuries to persons and adjacent property.
These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those
substances. This liability may be imposed on our property owner subsidiaries in connection with the activities of an operator of, or
tenant at, the property. The cost of any required remediation, removal, fines or personal or property damages and our liability therefore
could be significant and could exceed the value of the property and/or our aggregate assets. In addition, the presence of those
substances, or the failure to properly dispose of or remove those substances, may adversely affect a property owner subsidiary's
ability to sell or rent that property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability
to make distributions.
A property can also be adversely affected either through physical contamination or by virtue of an adverse effect upon value
attributable to the migration of hazardous or toxic substances, or other contaminants that have or may have emanated from other
properties. Although the tenants of the properties in which we have an interest are primarily responsible for any environmental
damages and claims related to the leased premises, in the event of the bankruptcy or inability of any of the tenants of the properties
in which we have an interest to satisfy any obligations with respect to the property leased to that tenant, our property owner subsidiary
may be required to satisfy such obligations. In addition, we may be held directly liable for any such damages or claims irrespective
of the provisions of any lease.
From time to time, in connection with the conduct of our business, our property owner subsidiaries authorize the preparation of
Phase I environmental reports and, when necessary, Phase II environmental reports, with respect to their properties.
There can be no assurance that these environmental reports will reveal all environmental conditions at the properties in which
we have an interest or that the following will not expose us to material liability in the future:
•
•
•
•
the discovery of previously unknown environmental conditions;
changes in law;
activities of tenants; or
activities relating to properties in the vicinity of the properties in which we have an interest.
Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions
on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations
of the tenants of the properties in which we have an interest, which could adversely affect our financial condition or results of
operations.
16
From time to time we are involved in legal proceedings arising in the ordinary course of our business.
Legal proceedings arising in the ordinary course of our business require time and effort. The outcomes of legal proceedings are
subject to significant uncertainty. Certain legal proceedings that we are currently involved in are described in note 19 to our
Consolidated Financial Statements in Part II, Item 8 of this Annual Report. In the event that we are unsuccessful defending or
prosecuting these proceedings, as applicable, we may incur a judgment or fail to realize an award of damages that could have an
adverse effect on our financial condition.
Uninsured losses or a loss in excess of insured limits could adversely affect our financial condition.
We carry comprehensive liability, fire, extended coverage and rent loss insurance on most of the properties in which we have
an interest, with policy specifications and insured limits that we believe are customary for similar properties. However, with respect
to those properties where the leases do not provide for abatement of rent under any circumstances, we generally do not maintain rent
loss insurance. In addition, certain of our leases require the tenant to maintain all insurance on the property, and the failure of the
tenant to maintain the proper insurance could adversely impact our investment in a property in the event of a loss. Furthermore, there
are certain types of losses, such as losses resulting from wars, terrorism or certain acts of God, that generally are not insured because
they are either uninsurable or not economically insurable. Should an uninsured loss or a loss in excess of insured limits occur, we
could lose capital invested in a property as well as the anticipated future revenues from a property, while remaining obligated for
any mortgage indebtedness or other financial obligations related to the property. Any loss of these types could adversely affect our
financial condition and results of operations.
Future terrorist attacks, military conflicts and unrest in the Middle East could have a material adverse effect on general economic
conditions, consumer confidence and market liquidity.
The types of terrorist attacks since 2001, on-going and future military conflicts and the continued unrest in the Middle East may
affect commodity prices and interest rates, among other things. An increase in interest rates may increase our costs of borrowing,
leading to a reduction in our earnings. The increase in the price of oil will cause an increase in our operating costs, which may not
be reimbursed by our tenants. Also, terrorist acts could also result in significant damages to, or loss of, our properties or the value
thereof.
We and the tenants of the properties in which we have an interest may be unable to obtain adequate insurance coverage on
acceptable economic terms for losses resulting from acts of terrorism. Our lenders may require that we carry terrorism insurance
even if we do not believe this insurance is necessary or cost effective. We may also be prohibited under the applicable lease from
passing all or a portion of the cost of such insurance through to the tenant. Should an act of terrorism result in an uninsured loss or
a loss in excess of insured limits, we could lose capital invested in a property as well as the anticipated future revenues from a
property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss
of these types could adversely affect our financial condition.
Competition may adversely affect our ability to purchase properties.
There are numerous commercial developers, real estate companies, financial institutions and other investors with greater financial
and other resources than we have that compete with us in seeking investments and tenants. Due to our focus on net-lease properties
located throughout the United States, and because most competitors are often locally and/or regionally focused, we do not always
encounter the same competitors in each market. Our competitors include other REITs, financial institutions, insurance companies,
pension funds, private companies and individuals. This competition may result in a higher cost for properties and lower returns and
impact our ability to grow.
Our failure to maintain effective internal control could have a material adverse effect on our business, operating results and
share price.
Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of our internal
control over financial reporting. If we fail to maintain the adequacy of our internal control, as such standards may be modified,
supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have
effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Moreover,
effective internal control, particularly related to revenue recognition, is necessary for us to produce reliable financial reports and to
maintain our qualification as a REIT and is important in helping prevent financial fraud. If we cannot provide reliable financial
reports or prevent fraud, our business and operating results could be harmed, our REIT qualification could be jeopardized, investors
could lose confidence in our reported financial information and the trading price of our shares could drop significantly.
17
We may have limited control over our co-investment programs and joint venture investments.
Our co-investment programs and joint venture investments involve risks not otherwise present for investments made solely by
us, including the possibility that our partner might, at any time, become bankrupt, have different interests or goals than we do, or
take action contrary to our expectations, its previous instructions or our instructions, requests, policies or objectives, including our
policy with respect to maintaining our qualification as a REIT. Other risks of co-investment program and joint venture investments
include impasse on decisions, such as a sale, because neither we nor our partner has full control over the co-investment program or
joint venture. Also, there is no limitation under our organizational documents as to the amount of funds that may be invested in co-
investment programs and joint ventures.
Two of our co-investment programs, Concord and CDH CDO, are owned equally by our subsidiaries, Winthrop and Inland
Concord. Material actions taken by Concord and CDH CDO require the consent of each of co-investment partner. Accordingly,
Concord and CDH CDO may not take certain actions or invest in certain assets even if we believe it to be in its best interest.
Another co-investment program, NLS, is managed by an Executive Committee comprised of three persons appointed by us and
two persons appointed by our partner. With few exceptions, the affirmative vote of four members of the Executive Committee is
required to conduct business. Accordingly, we do not control the business decisions of this co-investment program.
Certain of our trustees and officers may face conflicts of interest with respect to sales and refinancings.
E. Robert Roskind, our Chairman, beneficially owns a significant number of OP units, and as a result, may face different and
more adverse tax consequences than our other shareholders will if we sell our interests in certain properties or reduce mortgage
indebtedness on certain properties. Our Chairman may, therefore, have different objectives than our other shareholders regarding
the appropriate pricing and timing of any sale of such properties or reduction of mortgage debt.
Accordingly, there may be instances in which we may not sell a property or pay down the debt on a property even though doing
so would be advantageous to our other shareholders. In the event of an appearance of a conflict of interest, the conflicted trustee or
officer is required to recuse himself or herself from any decision making or seek a waiver of our Code of Business Conduct and
Ethics.
Our ability to change our portfolio is limited because real estate investments are illiquid.
Equity investments in real estate are relatively illiquid and, therefore, our ability to change our portfolio promptly in response
to changed conditions is limited. Our Board of Trustees may establish investment criteria or limitations as it deems appropriate, but
currently does not limit the number or type of properties in which we may seek to invest or on the concentration of investments in
any one geographic region.
There can be no assurance that we will remain qualified as a REIT for federal income tax purposes.
We believe that we have met the requirements for qualification as a REIT for federal income tax purposes beginning with our
taxable year ended December 31, 1993, and we intend to continue to meet these requirements in the future. However, qualification
as a REIT involves the application of highly technical and complex provisions of the Code, for which there are only limited judicial
or administrative interpretations. No assurance can be given that we have qualified or will remain qualified as a REIT. The Code
provisions and income tax regulations applicable to REITs are more complex than those applicable to corporations. The determination
of various factual matters and circumstances not entirely within our control may affect our ability to continue to qualify as a REIT.
In addition, no assurance can be given that legislation, regulations, administrative interpretations or court decisions will not
significantly change the requirements for qualification as a REIT or the federal income tax consequences of such qualification. If
we do not qualify as a REIT, we would not be allowed a deduction for distributions to shareholders in computing our net taxable
income. In addition, our income would be subject to tax at the regular corporate rates. We also could be disqualified from treatment
as a REIT for the four taxable years following the year during which qualification was lost. Cash available for distribution to our
shareholders would be significantly reduced or suspended for each year in which we do not qualify as a REIT. In that event, we
would not be required to continue to make distributions. Although we currently intend to continue to qualify as a REIT, it is possible
that future economic, market, legal, tax or other considerations may cause us, without the consent of the shareholders, to revoke the
REIT election or to otherwise take action that would result in disqualification.
18
We may be subject to the REIT prohibited transactions tax, which could result in significant U.S. federal income tax liability to
us.
In 2007 we announced a restructuring of our investment strategy, focusing on core assets. A REIT will incur a 100% tax on the
net income from a prohibited transaction. Generally, a prohibited transaction includes a sale or disposition of property held primarily
for sale to customers in the ordinary course of a trade or business. While we believe that the dispositions of our assets pursuant to
the restructuring of our investment strategy should not be treated as prohibited transactions, whether a particular sale will be treated
as a prohibited transaction depends on the underlying facts and circumstances. We have not sought and do not intend to seek a ruling
from the Internal Revenue Service regarding any dispositions. Accordingly, there can be no assurance that our dispositions of such
assets will not be subject to the prohibited transactions tax. If all or a significant portion of those dispositions were treated as prohibited
transactions, we would incur a significant U.S. federal income tax liability, which could have a material adverse effect on our financial
position, results of operations and cash flows.
Distribution requirements imposed by law limit our flexibility.
To maintain our status as a REIT for federal income tax purposes, we are generally required to distribute to our shareholders at
least 90% of our taxable income for that calendar year. Our taxable income is determined without regard to any deduction for dividends
paid and by excluding net capital gains. To the extent that we satisfy the distribution requirement but distribute less than 100% of
our taxable income, we will be subject to federal corporate income tax on our undistributed income. In addition, we will incur a 4%
nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of (i) 85% of our ordinary
income for that year, (ii) 95% of our capital gain net income for that year and (iii) 100% of our undistributed taxable income from
prior years. We intend to continue to make distributions to our shareholders to comply with the distribution requirements of the Code
and to reduce exposure to federal income and nondeductible excise taxes. Differences in timing between the receipt of income and
the payment of expenses in determining our taxable income and the effect of required debt amortization payments could require us
to borrow funds on a short-term basis in order to meet the distribution requirements that are necessary to achieve the tax benefits
associated with qualifying as a REIT.
Certain limitations limit a third party's ability to acquire us or effectuate a change in our control.
Limitations imposed to protect our REIT status. In order to protect us against the loss of our REIT status, among other restrictions,
our declaration of trust limits any shareholder from owning more than 9.8% in value of our outstanding equity shares, defined as
common shares or preferred shares, subject to certain exceptions. These ownership limits may have the effect of precluding acquisition
of control of us. Our Board of Trustees has granted limited waivers of the ownership limits to Vornado Realty, L.P., BlackRock, Inc.
and Cohen & Steers Capital Management, Inc.
Severance payments under employment agreements. Substantial termination payments may be required to be paid under the
provisions of employment agreements with certain of our executives upon a change of control. We have entered into employment
agreements with four of our executive officers which provide that, upon the occurrence of a change in control of us (including a
change in ownership of more than 50% of the total combined voting power of our outstanding securities, the sale of all or substantially
all of our assets, dissolution, the acquisition, except from us, of 20% or more of our voting shares or a change in the majority of our
Board of Trustees), if those executive officers are terminated without cause, as defined, those executive officers may be entitled to
severance benefits based on their current annual base salaries and trailing average of recent annual cash bonuses as defined in the
employment agreements. Accordingly, these payments may discourage a third party from acquiring us.
Our ability to issue additional shares. Our amended and restated declaration of trust (1) authorizes 400,000,000 common shares,
100,000,000 preferred shares and 500,000,000 excess shares and (2) authorizes our Board of Trustees to cause us to issue these shares
without shareholder approval. Our Board of Trustees is able to establish the preferences and rights of any such class or series of
additional shares, which could have the effect of delaying or preventing someone from taking control of us, even if a change in
control were in shareholders' best interests. At December 31, 2011, in addition to common shares, we had outstanding 2,740,874
Series B Preferred Shares, 1,970,200 Series C Preferred Shares, and 6,200,000 Series D Preferred Shares. Our Series B, Series C
and Series D Preferred Shares include provisions, such as increases in dividend rates or adjustments to conversion rates, that may
deter a change of control. The establishment and issuance of shares of our existing series of preferred shares or a future class or series
of shares could make a change of control of us more difficult.
19
Maryland Business Combination Act. The Maryland General Corporation Law, as applicable to Maryland REITs, establishes
special restrictions against “business combinations” between a Maryland REIT and “interested shareholders” or their affiliates unless
an exemption is applicable. An interested shareholder includes a person who beneficially owns, and an affiliate or associate of the
trust who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting
power of our then-outstanding voting shares, but a person is not an interested shareholder if the Board of Trustees approved in advance
the transaction by which he otherwise would have become an interested shareholder, which approval may be conditioned by the
Board of Trustees. Among other things, Maryland law prohibits (for a period of five years) a merger and certain other transactions
between a Maryland REIT and an interested shareholder, or an affiliate of an interested shareholder. The five-year period runs from
the most recent date on which the interested shareholder became an interested shareholder. Thereafter, any such business combination
must be recommended by the Board of Trustees and approved by two super-majority shareholder votes unless, among other conditions,
the common shareholders receive a minimum price for their shares and the consideration is received in cash or in the same form as
previously paid by the interested shareholder for its shares. The statute permits various exemptions from its provisions, including
business combinations that are exempted by the Board of Trustees prior to the time that the interested shareholder becomes an
interested shareholder. The business combination statute could have the effect of discouraging offers to acquire us and of increasing
the difficulty of consummating any such offers, even if such acquisition would be in shareholders' best interests. In connection with
the Newkirk Merger, Vornado Realty Trust, which we refer to as Vornado, was granted a limited exemption from the definition of
“interested shareholder.”
Maryland Control Share Acquisition Act. Maryland law provides that “control shares” of a Maryland REIT acquired in a “control
share acquisition” shall have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter under the Maryland Control Share Acquisition Act. Shares owned by the acquirer, by our officers or by employees
who are our trustees are excluded from shares entitled to vote on the matter. “Control Shares” means shares that, if aggregated with
all other shares previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of
voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing trustees
within one of the following ranges of voting power: one-tenth or more but less than one-third, one-third or more but less than a
majority or a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote
as a result of having previously obtained shareholder approval. A “control share acquisition” means the acquisition of issued and
outstanding control shares, subject to certain exceptions. If voting rights of control shares acquired in a control share acquisition are
not approved at a shareholders' meeting or if the acquiring person does not deliver an acquiring person statement as required under
the statute, then, subject to certain conditions and limitations, the issuer may redeem any or all of the control shares for fair value.
If voting rights of such control shares are approved at a shareholders' meeting and the acquirer becomes entitled to vote a majority
of the shares entitled to vote, all other shareholders may exercise appraisal rights. Any control shares acquired in a control share
acquisition which are not exempt under our by-laws will be subject to the Maryland Control Share Acquisition Act. Our amended
and restated by-laws contain a provision exempting from the Maryland Control Share Acquisition Act any and all acquisitions by
any person of our shares. We cannot assure you that this provision will not be amended or eliminated at any time in the future.
Limits on ownership of our capital shares may have the effect of delaying, deferring or preventing someone from taking control
of us.
For us to qualify as a REIT for federal income tax purposes, among other requirements, not more than 50% of the value of our
outstanding capital shares may be owned, directly or indirectly, by five or fewer individuals (as defined for federal income tax
purposes to include certain entities) during the last half of each taxable year, and these capital shares must be beneficially owned by
100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year
(in each case, other than the first such year for which a REIT election is made). Our amended and restated declaration of trust includes
certain restrictions regarding transfers of our capital shares and ownership limits.
Actual or constructive ownership of our capital shares in violation of the restrictions or in excess of the share ownership limits
contained in our amended and restated declaration of trust would cause the violative transfer or ownership to be void or cause the
shares to be transferred to a charitable trust and then sold to a person or entity who can own the shares without violating these limits.
As a result, if a violative transfer were made, the recipient of the shares would not acquire any economic or voting rights attributable
to the transferred shares. Additionally, the constructive ownership rules for these limits are complex, and groups of related individuals
or entities may be deemed a single owner and consequently in violation of the share ownership limits.
However, these restrictions and limits may not be adequate in all cases to prevent the transfer of our capital shares in violation
of the ownership limitations. The ownership limits discussed above may have the effect of delaying, deferring or preventing someone
from taking control of us, even though a change of control could involve a premium price for the common shares or otherwise be in
shareholders' best interests.
20
Legislative or regulatory tax changes could have an adverse effect on us.
At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended.
Any of those new laws or interpretations may take effect retroactively and could adversely affect us or you as a shareholder. REIT
dividends generally are not eligible for the reduced rates currently applicable to certain corporate dividends (unless attributable to
dividends from taxable REIT subsidiaries and otherwise eligible for such rates). As a result, investment in non-REIT corporations
may be relatively more attractive than investment in REITs. This could adversely affect the market price of our shares.
Our reported financial results may be adversely affected by changes in accounting principles applicable to us and the tenants of
properties in which we have an interest.
Generally accepted accounting principles in the United States, which we refer to as GAAP, are subject to interpretation by various
bodies formed to promulgate and interpret appropriate accounting principles such as the Financial Accounting Standards Board,
which we refer to as the FASB. A change in these principles or interpretations could have a significant effect on our reported financial
results, could affect the reporting of transactions completed before the announcement of a change and could affect the business
practices and decisions of the tenants of properties in which we have an interest.
We may change the dividend policy for our common shares in the future.
We currently expect to pay an aggregate annual dividend of $0.50 per common share with respect to the 2012 taxable year.
However, the decision to declare and pay dividends on our common shares in the future, as well as the timing, amount and composition
of any such future dividends, will be at the sole discretion of our Board of Trustees in light of conditions then existing, including
our earnings, financial condition, capital requirements, debt maturities, the availability of debt and equity capital, applicable REIT
and legal restrictions and the general overall economic conditions and other factors. The actual dividend payable will be determined
by our Board of Trustees based upon the circumstances at the time of declaration and the actual dividend payable may vary from
such expected amount. Any change in our dividend policy could have a material adverse effect on the market price of our common
shares.
Our Board of Trustees may change our investment policy without shareholders' approval.
Subject to our fundamental investment policy to maintain our qualification as a REIT, our Board of Trustees will determine our
investment and financing policies, growth strategy and our debt, capitalization, distribution, acquisition, disposition and operating
policies.
Our Board of Trustees may revise or amend these strategies and policies at any time without a vote by shareholders. Accordingly,
shareholders' control over changes in our strategies and policies is limited to the election of trustees and changes made by our Board
of Trustees may not serve the interests of shareholders and could adversely affect our financial condition or results of operations,
including our ability to distribute cash to shareholders or qualify as a REIT.
The concentration of ownership by certain investors may limit other shareholders from influencing significant corporate decisions.
At December 31, 2011, Vornado beneficially owned approximately 18.5 million common shares, and E. Robert Roskind, our
Chairman, beneficially owned approximately 1.1 million of our common shares and approximately 1.5 million OP units, which are
currently redeemable for approximately 1.7 million common shares, or with respect to a portion of the OP units, at our election, cash.
Mr. Roskind and an employee of Vornado sit on our Board of Trustees as of the date of filing this Annual Report. Each of Vornado
and Mr. Roskind may have substantial influence over us and on the outcome of any matters submitted to our shareholders for approval.
In addition, certain decisions concerning our operations or financial structure may present conflicts of interest between each of
Vornado and Mr. Roskind and our other equity or debt holders. In addition, Vornado engages in a wide variety of activities in the
real estate business and may engage in activities that result in conflicts of interest with respect to matters affecting us, such as
competition for properties and tenants.
Securities eligible for future sale may have adverse effects on our share price.
We have an unallocated universal shelf registration statement and a direct share purchase plan, pursuant to which we may issue
additional common shares. In addition, as of December 31, 2011, an aggregate of approximately 8.4 million of our common shares
are issuable upon the exercise of employee share options and upon the exchange of OP units. There are also 16.4 million common
shares underlying our 6.00% Convertible Guaranteed Notes as of December 31, 2011, which is subject to increase upon certain
events, including if we pay a quarterly common share dividend in excess of $0.10 per common share. Depending upon the number
of such securities issued, exercised or exchanged at one time, an issuance, exercise or exchange of such securities could be dilutive
to or otherwise adversely affect the interests of holders of our common shares.
21
We are dependent upon our key personnel.
We are dependent upon key personnel whose continued service is not guaranteed. We are dependent on certain of our executive
officers for business direction. In January 2012, we entered into three-year employment agreements with each of T. Wilson Eglin,
our Chief Executive Officer and President, E. Robert Roskind, our Chairman, Richard J. Rouse, our Vice Chairman and Chief
Investment Officer, and Patrick Carroll, our Executive Vice President, Chief Financial Officer and Treasurer. However, an employment
agreement does not itself prevent an employee from resigning.
Our inability to retain the services of any of our key personnel or our loss of any of their services could adversely impact our
operations. We do not have key man life insurance coverage on our executive officers.
Item 1B. Unresolved Staff Comments
There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our
fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934.
22
Item 2. Properties
Real Estate Portfolio
General. As of December 31, 2011, we had ownership interests in approximately 36.0 million square feet of rentable space in
approximately 185 consolidated office, industrial and retail properties and these properties were approximately 95.6% leased based
upon net rentable square feet. All properties in which we have an interest are held through at least one property owner subsidiary.
The properties in which we have an interest are generally subject to net leases; however, in certain leases the property owner
subsidiaries are responsible for roof, structural and other repairs. In addition, certain of the properties in which we have an interest
(including those held through non-consolidated entities) are subject to leases in which the landlord is responsible for a portion of the
real estate taxes, utilities and general maintenance. Furthermore, the property owner subsidiaries are responsible for all operating
expenses of any vacant properties, and the property owner subsidiaries may be responsible for a significant amount of operating
expenses of multi-tenant properties.
Ground Leases. Certain of the properties in which we have an interest are subject to long-term ground leases where either the
tenant of the building on the property or a third party owns and leases the underlying land to the property owner subsidiary. Certain
of these properties are economically owned through the holding of industrial revenue bonds primarily for real estate tax abatement
purposes and as such, neither ground lease payments nor bond interest payments are made or received, respectively. For certain of
the properties held under a ground lease, the ground lessee has a purchase option. At the end of these long-term ground leases, unless
extended or the purchase option exercised, the land together with all improvements thereon reverts to the landowner. In addition,
we have an interest in one property in which a portion of the land, on which a portion of the parking lot is located, is subject to a
ground lease. At expiration of the ground lease, only that portion of the parking lot reverts to the landowner.
Leverage. As of December 31, 2011, we had interests in properties subject to outstanding mortgages and notes payable and
corporate level debt of approximately $1.7 billion with a weighted-average interest rate of approximately 5.8%.
23
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
OFFICE
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Entergy Arkansas, Inc.
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
36,311
10/31/2015
100%
12209 W. Markham St.
Little Rock
275 S. Valencia Ave
Brea
2706 Media Center Dr.
Los Angeles
3333 Coyote Hill Rd.
Palo Alto
9201 E. Dry Creek Rd
Centennial
1110 Bayfield Dr.
Colorado Springs
3940 South Teller St.
Lakewood
1315 W. Century Dr.
Louisville
200 Executive Blvd. S.
Southington
100 Barnes Rd
Wallingford
5600 Broken Sound Blvd.
Boca Raton
12600 Gateway Blvd.
Fort Meyers
550 Business Center Dr.
Lake Mary
600 Business Center Dr.
Lake Mary
9200 South Park Center Loop
Orlando
Sandlake Rd./Kirkman Rd
Orlando
4400 Northcorp Parkway
2223 N. Druid Hills Rd
6303 Barfield Rd
859 Mount Vernon Hwy
Palm Beach
Gardens
Atlanta
Atlanta
Atlanta
956 Ponce de Leon Ave
Atlanta
4545 Chamblee-Dunwoody Rd
Chamblee
201 W. Main St.
1066 Main St.
Cumming
Forest Park
825 Southway Dr.
Jonesboro
1698 Mountain Industrial Blvd.
Stone Mountain
4000 Johns Creek Pkwy
Suwanee
AR
CA
CA
CA
CO
CO
CO
CO
CT
CT
FL
FL
FL
FL
FL
FL
FL
GA
GA
GA
GA
GA
GA
GA
GA
GA
GA
Bank of America, National Association
637,503
6/30/2019
100%
Playboy Enterprises, Inc.
83,252
11/7/2012
100%
Xerox Corporation
202,000
12/13/2013
100%
The Shaw Group, Inc.
128,500
9/30/2017
100%
Honeywell International Inc.
166,575
11/30/2013
100%
MoneyGram Payment Systems, Inc.
68,165
3/31/2015
100%
Global Healthcare Exchange, Inc. (Global
Healthcare Exchange, LLC)
Hartford Fire Insurance Company
106,877
4/30/2017
100%
153,364
12/31/2012
100%
3M Company
44,400
6/30/2018
100%
Océ Printing Systems USA, Inc. (Océ -USA
Holding, Inc.)
Gartner, Inc.
143,290
2/14/2020
100%
62,400
1/31/2013
100%
JPMorgan Chase Bank, National Association
125,920
9/30/2015
100%
JPMorgan Chase Bank, National Association
125,155
9/30/2015
100%
Corinthian Colleges, Inc.
59,927
9/30/2013
100%
Lockheed Martin Corporation
184,000
4/30/2013
100%
Office Suites Plus Properties, Inc.
18,400
5/3/2019
100%
Bank of America, N.A. (Bank of America
Corporation)
International Business Machines Corporation /
Internet Security Systems, Inc. (ISS Group, Inc.)
International Business Machines Corporation /
Internet Security Systems, Inc. (ISS Group, Inc.)
Bank of America, N.A. (Bank of America
Corporation)
Bank of America, N.A. (Bank of America
Corporation)
Bank of America, N.A. (Bank of America
Corporation)
Bank of America, N.A. (Bank of America
Corporation)
Bank of America, N.A. (Bank of America
Corporation)
Bank of America, N.A. (Bank of America
Corporation)
6,260
12/31/2014
100%
238,600
5/31/2013
100%
50,400
5/31/2013
100%
3,900
12/31/2014
100%
4,565
12/31/2014
100%
14,208
12/31/2014
100%
14,859
12/31/2014
100%
4,894
12/31/2014
100%
5,704
12/31/2014
100%
Kraft Foods Global, Inc.
87,219
9/30/2012
84%
24
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
OFFICE
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
1275 Northwest 128th St.
Clive
750 North Commons Dr.
Aurora
101 E. Erie St.
Chicago
850 & 950 Warrenville Rd
Lisle
500 Jackson St.
Columbus
10300 Kincaid Dr.
Fishers
10475 Crosspoint Blvd.
Indianapolis
5757 Decatur Blvd.
Indianapolis
5200 Metcalf Ave.
Overland Park
4455 American Way
Baton Rouge
33 Commercial St.
Foxboro
26555 Northwestern Hwy
Southfield
3165 McKelvey Rd.
Bridgeton
9201 Stateline Rd.
Kansas City
200 Lucent Lane
Cary
700 US Hwy. Route 202-206
Bridgewater
333 Mount Hope Ave.
Rockaway
1415 Wyckoff Rd.
Wall
29 S. Jefferson Rd.
Whippany
180 S. Clinton St.
Rochester
2000 Eastman Dr.
Milford
500 Olde Worthington Rd.
Westerville
275 Technology Dr.
Canonsburg
2550 Interstate Dr.
Harrisburg
1701 Market St.
Philadelphia
1460 Tobias Gadsen Blvd.
Charleston
2210 Enterprise Dr.
Florence
3476 Stateview Blvd.
Fort Mill
IA
IL
IL
IL
IN
IN
IN
IN
KS
LA
MA
MI
MO
MO
NC
NJ
NJ
NJ
NJ
NY
OH
OH
PA
PA
PA
SC
SC
SC
Principal Life Insurance Company
61,180
1/31/2012
100%
Westell, Inc. (Westell Technologies, Inc.)
210,230
9/30/2017
100%
Draftfcb, Inc. (Interpublic Group of
Companies, Inc.)
National Louis University
230,704
3/15/2014
92%
99,414
12/31/2019
100%
Cummins, Inc.
390,100
7/31/2019
100%
Roche Diagnostics Operations, Inc.
193,000
1/31/2020
100%
John Wiley & Sons, Inc.
141,047
10/31/2019
90%
Allstate Insurance Company
89,956
8/31/2012
100%
Swiss Re American Holding Corporation /
Westport Insurance Corporation
Bell South Mobility Inc.
320,198
12/22/2018
100%
70,100
10/31/2012
100%
Invensys Systems, Inc. (Siebe, Inc.)
164,689
7/1/2015
100%
Federal-Mogul Corporation
187,163
1/31/2015
100%
BJC Health System
52,994
3/31/2013
100%
Swiss Re American Holding Corporation /
Westport Insurance Corporation
Progress Energy Service Company, LLC
155,925
4/1/2019
100%
124,944
11/30/2014
100%
Biovail Pharmaceuticals, Inc. (Valeant
Pharmaceuticals International, Inc.)
BASF Corporation
115,558
10/31/2014
100%
95,500
9/30/2014
100%
New Jersey Natural Gas Company
157,511
6/30/2021
100%
CAE SimuFlite, Inc. (CAE Inc.)
123,734
11/30/2021
100%
Frontier Corporation
Siemens Corporation
226,000
12/31/2014
100%
221,215
4/30/2016
100%
InVentiv Communications, Inc.
97,000
9/30/2015
100%
ANSYS, Inc.
107,872
12/31/2014
100%
New Cingular Wireless PCS, LLC
81,859
12/31/2013
100%
Morgan, Lewis & Bockius LLP
305,170
1/31/2014
98%
Hagemeyer North America, Inc.
50,076
7/8/2020
100%
JPMorgan Chase Bank, National Association
179,300
6/30/2013
100%
Wells Fargo Bank, N.A.
169,083
5/31/2014
100%
25
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
OFFICE
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square
Feet
Current
Lease Term
Expiration
Percent
Leased
3480 Stateview Blvd.
Fort Mill
333 Three D Systems Circle
Rock Hill
1409 Centerpoint Blvd.
Knoxville
104 & 110 S. Front St.
Memphis
3965 Airways Blvd.
Memphis
601 & 701 Experian Pkwy.
Allen
4001 International Pkwy.
Carrollton
11511 Luna Rd.
Farmers Branch
10001 Richmond Ave.
Houston
1311 Broadfield Blvd.
Houston
16676 Northchase Dr.
Houston
810 & 820 Gears Rd.
Houston
6200 Northwest Pkwy.
San Antonio
12645 West Airport Rd.
Sugar Land
2050 Roanoke Rd.
Westlake
120 E. Shore Dr.
Glen Allen
400 Butler Farm Rd.
Hampton
421 Butler Farm Rd.
Hampton
13651 McLearen Rd.
Herndon
13775 McLearen Rd.
Herndon
2800 Waterford Lake Dr.
Midlothian
22011 Southeast 51st St.
Issaquah
5150 220th Ave.
Issaquah
SC
SC
TN
TN
TN
TX
TX
TX
TX
TX
TX
TX
TX
TX
TX
VA
VA
VA
VA
VA
VA
WA
WA
Wells Fargo Bank, N.A.
169,218
5/31/2014
100%
3D Systems Corporation
80,028
8/31/2021
100%
Alstom Power, Inc.
84,404
10/31/2014
100%
Hnedak Bobo Group, Inc.
37,229
10/31/2016
100%
Federal Express Corporation
521,286
6/19/2019
100%
Experian Information Solutions, Inc. / TRW, Inc.
(Experian Holdings, Inc.)
292,700
3/14/2018
100%
Motel 6 Operating, LP (Accor S.A.)
138,443
7/31/2015
100%
Haggar Clothing Co. (Texas Holding Clothing
Corporation & Haggar Corp.)
Baker Hughes Incorporated
Transocean Offshore Deepwater Drilling, Inc.
(Transocean Sedco Forex, Inc.)
Kerr-McGee Oil & Gas Corporation (Kerr-
McGee Corporation)
IKON Office Solutions, Inc.
180,507
4/30/2016
100%
554,385
9/27/2015
100%
155,040
3/31/2021
100%
101,111
7/31/2014
100%
157,790
1/31/2013
100%
United HealthCare Services, Inc. / PacifiCare
Healthsystems, LLC
Baker Hughes Incorporated
142,500
11/30/2017
100%
165,836
9/27/2015
100%
TD Auto Finance LLC
130,290
12/31/2016
100%
Capital One Services, LLC
77,045
5/31/2017
100%
Nextel Communications of the Mid-Atlantic,
Inc. (Nextel Finance Company)
100,632
12/31/2014
100%
Patient Advocate Foundation
56,564
12/31/2019
65%
United States of America
159,644
5/30/2018
100%
Equant, Inc. (Equant N.V.)
125,293
4/30/2015
100%
Alstom Power, Inc.
99,057
10/31/2014
100%
Spacelabs Medical, Inc. / OSI Systems, Inc.
(Instrumentarium Corporation)
Spacelabs Medical, Inc. / OSI Systems, Inc.
(Instrumentarium Corporation)
Office Total
95,600
12/14/2014
100%
106,944
12/14/2014
100%
10,929,716
26
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
INDUSTRIAL
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
2415 U.S. Hwy 78 East
Moody
AL
CEVA Logistics U.S., Inc. (TNT Logistics Holdings, B.V.)
595,346
1/1/2014
100%
2455 Premier Dr.
Orlando
3102 Queen Palm Dr.
Tampa
FL
FL
Walgreen Co. / Walgreen Eastern Co.
205,016
3/31/2016
100%
Time Customer Service, Inc. (Time Incorporated)
229,605
6/30/2020
100%
1420 Greenwood Rd.
McDonough
GA
Versacold USA, Inc.
296,972
10/31/2017
100%
7500 Chavenelle Rd.
Dubuque
3686 S. Central Ave.
Rockford
749 Southrock Dr.
Rockford
IA
IL
IL
The McGraw-Hill Companies, Inc.
330,988
6/30/2017
100%
Jacobson Warehouse Company, Inc. (Jacobson Distribution
Company, Inc. and Jacobson Transportation Company,
Inc.)
Jacobson Warehouse Company, Inc. (Jacobson Distribution
Company, Inc. and Jacobson Transportation Company,
Inc.)
90,000
12/31/2014
100%
150,000
12/31/2015
100%
1901 Ragu Dr.
Owensboro
KY
Unilever Supply Chain, Inc. (Unilever United States, Inc.)
443,380
12/19/2020
100%
113 Wells St.
North Berwick
ME
United Technologies Corporation
972,625
4/30/2019
100%
1601 Pratt Ave.
Marshall
43955 Plymouth Oaks Blvd.
Plymouth
7111 Crabb Rd.
Temperance
MI
MI
MI
Enbridge Energy, Limited Partnership
58,300
2/15/2012
100%
Tower Automotive Operations USA I, LLC / Tower
Automotive Products Inc. (Tower Automotive, Inc.)
290,133
10/31/2017
100%
CEVA Logistics U.S., Inc. (TNT Logistics Holdings, B.V.)
744,570
8/4/2012
100%
7670 Hacks Cross Rd.
Olive Branch
MS
MAHLE Clevite, Inc. (MAHLE Industries, Incorporated)
268,104
2/28/2016
100%
1133 Poplar Creek Rd.
Henderson
250 Swathmore Ave.
High Point
2880 Kenny Biggs Rd.
Lumberton
2203 Sherrill Dr.
Statesville
10590 Hamilton Ave.
Cincinnati
1650 - 1654 Williams Rd.
Columbus
191 Arrowhead Dr.
200 Arrowhead Dr.
Hebron
Hebron
10345 Philipp Pkwy.
Streetsboro
50 Tyger River Dr.
Duncan
101 Michelin Dr.
Laurens
477 Distribution Pkwy.
Collierville
900 Industrial Blvd.
Crossville
3350 Miac Cove Rd.
Memphis
3456 Meyers Ave.
Memphis
3820 Micro Dr.
Millington
NC
NC
NC
NC
OH
OH
OH
OH
OH
SC
SC
TN
TN
TN
TN
TN
Staples, Inc. / Corporate Express, Inc.
196,946
12/31/2013
100%
Steelcase Inc.
244,851
9/30/2017
100%
Quickie Manufacturing Corporation
423,280
11/30/2021
100%
Ozburn-Hessey Logistics, LLC (OHH Acquisition
Corporation)
The Hillman Group, Inc.
639,800
5/31/2013
100%
248,200
8/31/2016
100%
ODW Logistics, Inc.
772,450
6/30/2018
100%
Owens Corning Insulating Systems, LLC
250,410
MTM
59%
Owens Corning Sales, LLC / Owens Corning Insulating
Systems, LLC
L'Oreal USA S/D, Inc. (L'Oreal USA, Inc.)
400,522
5/30/2011
100%
649,250
10/17/2019
100%
Plastic Omnium Auto Exteriors, LLC
221,833
9/30/2018
100%
CEVA Logistics U.S., Inc. (TNT Logistics Holdings, B.V.)
1,164,000
8/4/2012
100%
Federal Express Corporation / FedEx Techconnect, Inc.
120,000
5/31/2021
100%
Dana Commercial Vehicle Products, LLC
222,200
9/30/2016
100%
Mimeo.com, Inc.
140,079
9/30/2020
77%
Sears, Roebuck and Co. / Sears Logistics Services
780,000
2/28/2017
100%
Ingram Micro L.P. (Ingram Micro Inc.)
701,819
9/30/2021
100%
27
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
INDUSTRIAL
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
19500 Bulverde Rd.
San Antonio
2425 Hwy. 77 North
Waxahachie
291 Park Center Dr.
Winchester
TX
TX
VA
Harcourt Inc. (Harcourt General, Inc.)
559,258
3/31/2016
100%
James Hardie Building Products, Inc. (James Hardie NV &
James Hardie Industries NV)
Kraft Foods Global, Inc.
335,610
3/31/2020
100%
344,700
5/31/2016
100%
Industrial Total
13,090,247
28
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
RETAIL
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
10415 Grande Ave
255 Northgate Dr.
Sun City
Manteca
12080 Carmel Mountain Rd
San Diego
10340 U.S. 19
Port Richey
1150 W. Carl Sandburg Dr.
Galesburg
5104 N. Franklin Rd
Lawrence
205 Homer Rd
Minden
AZ
CA
CA
FL
IL
IN
LA
Cafeteria Operators, LP (Furrs Restaurant Group,
Inc.)
Kmart Corporation
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
10,000
4/30/2012
100%
107,489
12/31/2018
100%
Kmart Corporation
107,210
12/31/2018
100%
Kingswere Furniture, LLC
53, 820
10/31/2018
100%
Kmart Corporation
94,970
12/31/2018
100%
Marsh Supermarkets, Inc. / Marsh Supermarkets,
LLC
Brookshire Grocery Company / Safeway Stores,
Inc.
28,721
10/31/2013
100%
35,000
11/30/2012
100%
24th St. W. & St. John's Ave
Billings
MT
Safeway, Inc.
40,800
5/31/2015
100%
US 221 & Hospital Rd
Jefferson
291 Talbert Blvd.
Lexington
835 Julian Ave
Thomasville
900 S. Canal St.
Carlsbad
130 Midland Ave
Port Chester
21082 Pioneer Plaza Dr.
Watertown
4831 Whipple Avenue N.W.
Canton
1084 E. Second St.
5350 Leavitt Rd
Franklin
Lorain
N.E.C. 45th Street & Lee Blvd.
Lawton
6910 S. Memorial Hwy
Tulsa
12535 S.E. 82nd Ave
Clackamas
S. Carolina 52/52 Bypass
Moncks Corner
399 Peach Wood Centre Dr.
Spartanburg
1600 E. 23rd St.
Chattanooga
1053 Mineral Springs Rd
Paris
4121 S. Port Ave
Corpus Christi
1610 S. Westmoreland Ave
Dallas
3451 Alta Mesa Blvd.
Fort Worth
101 W. Buckingham Rd
Garland
4811 Wesley St.
Greenville
NC
NC
NC
NM
NY
NY
OH
OH
OH
OK
OK
OR
SC
SC
TN
TN
TX
TX
TX
TX
TX
Food Lion, LLC / Delhaize America, Inc.
23,000
2/28/2013
100%
Food Lion, LLC / Delhaize America, Inc.
23,000
2/28/2013
100%
Mighty Dollar, LLC
23,767
9/30/2018
100%
Cafeteria Operators, LP (Furrs Restaurant Group,
Inc.)
Pathmark Stores, Inc.
10,000
4/30/2012
100%
59,000
10/31/2023
100%
Kmart Corporation
Best Buy Co., Inc.
Marsh Supermarkets, Inc. / Crystal Food
Services, LLC
Kmart Corporation
120,727
12/31/2018
100%
46,350
2/26/2018
100%
29,119
10/31/2013
100%
193,193
12/31/2018
100%
Associated Wholesale Grocers, Inc. / Safeway,
Inc.
Toys "R" Us, Inc. / Toys “R” Us-Delaware, Inc.
30,757
3/31/2014
100%
43,123
5/31/2016
100%
Toys "R" Us-Delaware, Inc. / Toys "R" Us, Inc. /
TRU 2005 RE I, LLC
Food Lion, LLC / Delhaize America, Inc.
42,842
5/31/2016
100%
23,000
2/28/2013
100%
Best Buy Co., Inc.
BI- LO, LLC
The Kroger Co.
Cafeteria Operators, LP (Furr's Restaurant Group,
Inc.)
Malone's Food Stores, Ltd.
45,800
2/26/2018
100%
42,130
6/30/2014
100%
31,170
7/1/2013
100%
10,000
4/30/2012
100%
70,910
3/31/2017
100%
AVT Grocery, Inc. / Safeway, Inc.
44,000
5/31/2012
100%
AVT Grocery, Inc.
40,000
11/30/2012
100%
Brookshire Grocery Company / Safeway, Inc.
48,492
5/31/2016
100%
29
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
RETAIL
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
402 E. Crestwood Dr.
3211 W. Beverly St.
Victoria
Staunton
18601 Alderwood Mall Blvd.
Lynnwood
1700 State Route 160
Port Orchard
TX
VA
WA
WA
Cafeteria Operators, LP (Furrs Restaurant Group,
Inc.)
Food Lion, LLC / Delhaize America, Inc.
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
10,000
4/30/2012
100%
23,000
2/28/2018
100%
Toys "R" Us-Delaware, Inc. / Toys "R" Us, Inc. /
TRU 2005 RE I, LLC
Moran Foods, Inc. d/b/a Save-A-Lot, Ltd.
43,105
5/31/2016
100%
27,968
1/31/2015
57%
97 Seneca Trail
Fairlea
WV
Kmart Corporation
90,933
12/31/2018
100%
Retail Total
1,673,396
30
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
LONG-TERM LEASES
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
2211 South 47th St.
Phoenix
2005 E. Technology Cir.
Tempe
26210 & 26220 Enterprise Court
Lake Forest
AZ
AZ
CA
Avnet, Inc.
Infocrossing, Inc.
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
176,402
2/28/2023
100%
60,000
12/31/2025
100%
Apria Healthcare, Inc. (Apria Healthcare Group,
Inc.)
100,012
1/31/2022
100%
11201 Renner Blvd.
Lenexa
KS
United States of America
178,000
3/31/2022
100%
10000 Business Blvd.
Dry Ridge
730 North Black Branch Rd.
Elizabethtown
750 North Black Branch Rd.
Elizabethtown
301 Bill Bryan Rd
Hopkinsville
4010 Airpark Dr.
Owensboro
5001 Greenwood Rd.
Shreveport
147 Milk St.
459 Wingo Rd.
Boston
Byhalia
KY
KY
KY
KY
KY
LA
Dana Light Axle Products, LLC (Dana Holding
Corporation and Dana Limited)
336,350
6/30/2025
100%
Metalsa Structural Products, Inc. / Dana
Structural Products, LLC (Dana Holding
Corporation and Dana Limited)
Metalsa Structural Products, Inc. / Dana
Structural Products, LLC (Dana Holding
Corporation and Dana Limited)
Metalsa Structural Products, Inc. / Dana
Structural Products, LLC (Dana Holding
Corporation and Dana Limited)
Metalsa Structural Products, Inc. / Dana
Structural Products, LLC (Dana Holding
Corporation and Dana Limited)
Libbey Glass Inc. (Libbey Inc.)
167,770
6/30/2025
100%
539,592
6/30/2025
100%
424,904
6/30/2025
100%
211,598
6/30/2025
100%
646,000
10/31/2026
100%
MA
Harvard Vanguard Medical Associates, Inc.
52,337
12/31/2022
100%
MS
Asics America Corporation (Asics Corporation)
513,734
3/31/2026
100%
671 Washburn Switch Rd.
Shelby
NC
Clearwater Paper Corporation
673,518
5/31/2031
100%
11707 Miracle Hills Dr.
Omaha
NE
Infocrossing, Inc.
85,200
11/30/2025
100%
121 Technology Dr.
Durham
NH
Heidelberg Americas, Inc. (Heidelberg
Drackmaschinen AG)
500,500
3/30/2021
100%
6226 West Sahara Ave.
Las Vegas
NV
Nevada Power Company
282,000
1/31/2029
100%
351 Chamber Drive
Chillicothe
OH
The Kitchen Collection, Inc.
475,218
6/30/2026
100%
5500 New Albany Rd.
Columbus
OH
Evans, Mechwart, Hambleton & Tilton, Inc.
104,807
12/29/2026
100%
2221 Schrock Rd.
Columbus
OH
MS Consultants, Inc.
42,290
7/15/2027
100%
7005 Cochran Rd
Glenwillow
OH
Royal Appliance Mfg. Co.
458,000
7/31/2025
100%
250 Rittenhouse Circle
Bristol
400 E. Stone Ave
4201 Marsh Ln.
6555 Sierra Dr.
8900 Freeport Pkwy
Greenville
Carrollton
Irving
Irving
PA
SC
TX
TX
TX
Northtec LLC (The Estée Lauder Companies
Inc.)
241,977
11/30/2026
100%
Canal Insurance Company
128,041
12/31/2029
100%
Carlson Restaurants Inc. (Carlson, Inc.)
130,000
11/30/2022
100%
TXU Energy Retail Company, LLC (Texas
Competitive Electric Holdings Company, LLC)
Nissan Motor Acceptance Corporation (Nissan
North America, Inc.)
247,254
3/31/2023
100%
268,445
3/31/2023
84%
35,459
8/31/2028
100%
9803 Edmonds Way
Edmonds
WA
Pudget Consumers Co-op d/b/a PCC Natural
Markets
Long-Term Leases Total
7,079,408
31
LEXINGTON CONSOLIDATED PORTFOLIO
PROPERTY CHART
MULTI-TENANTED
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
13430 N. Black Canyon Fwy
Phoenix
1500 Hughes Way
Long Beach
10 John St.
6277 Sea Harbor Dr.
4200 Northcorp Parkway
1032 Fort St. Mall/King St.
2300 Litton Lane
100 Light St.
Clinton
Orlando
Palm Beach
Gardens
Honolulu
Hebron
Baltimore
AZ
CA
CT
FL
FL
HI
KY
MD
Multi-tenanted
Multi-tenanted
Vacant
Vacant
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
37101 Corporate Dr.
Farmington Hills
MI
Vacant
Vacant
Vacant
4848 129th East Ave.
Tulsa
9275 SW Peyton Lane
Wilsonville
6050 Dana Way
Antioch
207 Mockingbird Lane
Johnson City
100 E. Shore Dr.
140 E. Shore Dr.
Glen Allen
Glen Allen
OK
OR
TN
TN
VA
VA
Net
Rentable
Square Feet
Current
Lease Term
Expiration
Percent
Leased
138,940
Various
100%
490,055
Various
74%
41,188
360,307
N/A
N/A
95,065
Various
318,451
Various
0%
0%
20%
94%
80,441
Various
100%
476,459
Various
95%
119,829
101,100
122,857
N/A
N/A
N/A
0%
0%
0%
62%
48%
85%
72%
W.M. Wright Company
672,629
3/31/2021
Multi-tenanted
Multi-tenanted
Multi-tenanted
60,684
Various
68,003
Various
79,675
Various
Multi-Tenanted Total
Consolidated Portfolio Grand Total
3,225,683
35,998,450
32
LEXINGTON
NON-CONSOLIDATED PORTFOLIO PROPERTY
CHART
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square
Feet
Current
Lease Term
Expiration
Percent
Leased
OFFICE
5201 West Barraque St.
Pine Bluff
Route 64 W. & Junction 333
Russellville
19019 North 59th Ave.
Glendale
8555 South River Pkwy.
Tempe
1440 East 15th St.
10419 North 30th St.
Tucson
Tampa
2500 Patrick Henry Pkwy
McDonough
3500 N. Loop Court
McDonough
3265 E. Goldstone Dr.
Meridian
101 E. Washington Blvd.
Fort Wayne
AR
AR
AZ
AZ
AZ
FL
GA
GA
ID
IN
Entergy Arkansas Inc.
27,189
10/31/2015
100%
Entergy Arkansas Inc. / Entergy Services, Inc.
191,950
5/9/2016
100%
Honeywell International Inc.
252,300
7/15/2019
100%
ASM Lithography, Inc. (ASM Lithography Holding
N.V.) (2013) / DuPont Airproducts Nanomaterials
L.L.C. (2022)
CoxCom, LLC
95,133
6/30/2022
100%
28,591
7/31/2022
100%
Time Customer Service, Inc. (Time Incorporated)
132,981
6/30/2020
100%
Georgia Power Company
111,911
6/30/2015
100%
Litton Loan Servicing LP
62,218
8/31/2018
100%
T-Mobile PCS Holdings, LLC (T-Mobile USA, Inc.)
77,484
6/28/2019
100%
Indiana Michigan Power Company
348,452
10/31/2016
100%
9601 Renner Blvd.
Lenexa
KS
VoiceStream PCS II Corporation (T-Mobile USA, Inc.)
77,484
10/31/2019
100%
70 Mechanic St.
Foxboro
MA
Invensys Systems, Inc. (Siebe, Inc.)
251,914
7/1/2014
100%
First Park Dr.
Oakland
ME
Omnipoint Holdings, Inc. (T-Mobile USA, Inc.)
78,610
8/31/2020
100%
12000 & 12025 Tech Center Dr.
Livonia
MI
Kelsey-Hayes Company (TRW Automotive, Inc.)
180,230
4/30/2014
100%
3943 Denny Ave.
Pascagoula
MS
Northrop Grumman Systems Corporation
94,841
10/31/2013
100%
3201 Quail Springs Pkwy.
Oklahoma City
OK
2999 Southwest 6th St.
Redmond
265 Lehigh St.
Allentown
420 Riverport Rd.
Kingport
2401 Cherahala Blvd.
Knoxville
1401 & 1501 Nolan Ryan Pkwy.
Arlington
1200 Jupiter Rd.
Garland
2529 West Thorne Dr.
Houston
OR
PA
TN
TN
TX
TX
TX
AT&T Corp. / AT& T Services, Inc. / New Cingular
Wireless Services, Inc.
VoiceStream PCS I LLC (T-Mobile USA, Inc.)
128,500
11/30/2015
81%
77,484
1/31/2019
100%
Pennsylvania School of Business, Inc.
71,230
9/30/2021
31%
Kingsport Power Company
42,770
6/30/2013
100%
AdvancePCS, Inc. / CaremarkPCS, L.L.C.
59,748
5/31/2013
100%
Siemens Dematic Postal Automation L.P. / Siemens
Energy & Automation, Inc. / Siemens Shared Services,
LLC
Raytheon Company
236,547
1/31/2014
100%
278,759
5/31/2016
100%
Baker Hughes, Incorporated
65,500
9/27/2015
100%
17191 St. Luke's Way
The Woodlands
TX
Montgomery County Management Company, LLC
41,000
10/31/2019
100%
3711 San Gabriel
Mission
11555 University Blvd.
Sugar Land
1600 Eberhardt Rd.
Temple
TX
TX
TX
VoiceStream PCS II Corporation / T-Mobile USA,
Inc. / T-Mobile West Corporation
KS Management Services, LLP (St. Luke's Episcopal
Health System Corporation)
75,016
6/30/2015
100%
72,683
11/30/2020
100%
Nextel of Texas, Inc. (Nextel Finance Company)
108,800
1/31/2016
100%
1400 Northeast McWilliams Rd.
Bremerton
WA
Nextel West Corp. (Nextel Finance Company)
60,200
7/14/2016
100%
Office Total
3,329,525
33
LEXINGTON
NON-CONSOLIDATED PORTFOLIO PROPERTY
CHART
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square
Feet
Current
Lease Term
Expiration
Percent
Leased
INDUSTRIAL
109 Stevens St.
Jacksonville
FL
Wagner Industries, Inc.
168,800
1/31/2014
100%
359 Gateway Dr.
Lavonia
3600 Army Post Rd.
Des Moines
2935 Van Vactor Way
Plymouth
6938 Elm Valley Dr.
Kalamazoo
904 Industrial Rd.
Marshall
GA
IA
IN
MI
MI
1700 47th Ave N.
Minneapolis
MN
324 Industrial Park Rd.
Franklin
736 Addison Rd.
590 Ecology Lane
Erwin
Chester
120 South East Pkwy Dr.
Franklin
NC
NY
SC
TN
TI Group Automotive Systems, LLC (TI Automotive
Ltd.)
HP Enterprises Services, LLC
133,221
5/31/2020
100%
405,000
4/30/2012
100%
Bay Valley Foods, LLC
300,500
6/30/2015
100%
Dana Commercial Vehicle Products, LLC (Dana
Holding Corporation and Dana Limited)
Tenneco Automotive Operating Company, Inc.
(Tenneco, Inc.)
Owens Corning Sales LLC / Owens Corning Roofing
and Asphalt, LLC
SKF USA Inc.
150,945
10/25/2021
100%
246,508
9/30/2018
100%
18,620
6/30/2015
100%
72,868
12/31/2014
100%
Corning, Incorporated
408,000
11/30/2016
100%
Owens Corning Sales, LLC
420,597
7/14/2025
100%
Essex Group, Inc. (United Technologies Corporation)
289,330
12/31/2013
100%
9110 Grogans Mill Rd.
The Woodlands
TX
Baker Hughes, Incorporated
275,750
9/27/2015
100%
2424 Alpine Rd.
Eau Claire
WI
Silver Spring Foods, Inc. (Huntsinger Farms, Inc.)
159,000
4/30/2027
100%
Industrial Total
3,049,139
34
LEXINGTON
NON-CONSOLIDATED PORTFOLIO PROPERTY
CHART
As of December 31, 2011
Property Location
City
State
Primary Tenant (Guarantor)
Net
Rentable
Square
Feet
Current
Lease Term
Expiration
Percent
Leased
RETAIL/OTHER
101 Creger Dr.
Ft. Collins
CO
Lithia Real Estate, Inc. / D&M Automotive, Inc.
(Lithia Motors, Inc.)
10,000
5/31/2012
100%
11411 N. Kelly Ave
Oklahoma City
OK
American Golf Corporation
13,924
12/31/2017
100%
25500 State Hwy 249
Tomball
TX
Parkway Chevrolet, Inc. (Raymond Durdin & Jean W.
Durdin)
Retail/Other Total
Non-Consolidated Portfolio Grand Total
77,076
8/31/2026
100%
101,000
6,479,664
The average effective annual rent per square foot for the consolidated portfolio for the year ended December 31, 2011 was $8.13.
The following chart sets forth certain information regarding lease expirations for the next ten years in our consolidated portfolio:
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Number of
Lease Expirations
44
38
40
22
23
13
22
17
8
11
Square Feet
2,980,657
2,941,861
3,026,023
2,089,526
2,719,892
2,707,814
2,964,284
3,720,001
1,521,436
2,203,366
Annual Rent ($000)
$
16,132
26,886
42,290
28,309
19,212
15,738
22,228
33,657
13,395
16,199
Percentage of
Annual Rent
5.5%
9.2%
14.5%
9.7%
6.6%
5.4%
7.6%
11.5%
4.6%
5.5%
35
Item 3. Legal Proceedings
From time to time we are directly and indirectly involved in legal proceedings arising in the ordinary course of our business.
We believe, based on currently available information, and after consultation with legal counsel, that the results of such proceedings,
in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for
any particular period, depending, in part, upon the operating results for such period. See note 19 to the Consolidated Financial
Statements in Part II, Item 8 for information on certain legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
36
PART II.
Item 5. Market For Registrant's Common Equity, Related Shareholder Matters And Issuer Purchases of Equity Securities
Market Information. Our common shares are listed for trading on the NYSE under the symbol “LXP”. The following table sets
forth the high and low sales prices as reported by the NYSE for our common shares for each of the periods indicated below:
For the Quarters Ended:
December 31, 2011
September 30, 2011
June 30, 2011
March 31, 2011
December 31, 2010
September 30, 2010
June 30, 2010
March 31, 2010
High
Low
$
$
8.18
9.70
10.14
9.65
8.96
7.47
7.76
7.22
5.72
6.17
8.31
7.80
7.15
5.39
5.30
5.17
The per common share closing price on the NYSE was $8.49 on February 23, 2012.
Holders. As of February 23, 2012, we had approximately 3,833 common shareholders of record.
Dividends. Since our predecessor's formation in 1993, we have made quarterly distributions without interruption.
The common share dividends paid in each quarter for the last five years are as follows:
Quarters Ended
March 31,
June 30,
September 30,
December 31,
2011
2010
$
$
$
$
0.115
0.115
0.115
0.115
$
$
$
$
0.10
0.10
0.10
0.10
$
$
$
$
2009
0.18
0.18
0.18
0.18
$
$
$
$
(1)
(1)
(1)
2008
2007
2.475
0.330
0.330
0.330
$
$
$
$
0.5975
0.3750
0.3750
0.3750
_________________________
(1) Aggregate dividend paid 90% in our common shares and 10% in cash.
During the fourth quarter of 2007, we declared a special dividend of $2.10 per common share which was paid in January 2008.
During the fourth quarter 2006, we declared a special dividend of $0.2325 per common share which was paid in January 2007.
During 2009, we issued an aggregate 13,304,198 common shares in lieu of cash payments of common share dividends during
the quarters ended June 30, September 30 and December 31, 2009 in accordance with Internal Revenue Service Revenue Procedure
2008-68.
On November 1, 2011 the quarterly dividend per common share was increased to $0.125, which was paid in January 2012 to
common shareholders of record as of December 30, 2011.
While we intend to continue paying regular quarterly dividends to holders of our common shares, the authorization of future
dividend declarations will be at the discretion of our Board of Trustees and will depend on our actual cash flow, our financial condition,
capital requirements, the annual distribution requirements under the REIT provisions of the Code and such other factors as our Board
of Trustees deems relevant. The actual cash flow available to pay dividends will be affected by a number of factors, including, among
others, the risks discussed under “Risk Factors” in Part I, Item 1A and “Management's Discussion and Analysis of Financial Condition
and Results of Operations” in Part II, Item 7 of this Annual Report.
We do not believe that the financial covenants contained in our loan agreements will have any adverse impact on our ability to
pay dividends in the normal course of business to our common and preferred shareholders or to distribute amounts necessary to
maintain our qualification as a REIT.
37
We maintain a direct share purchase plan, which has two components, (i) a dividend reinvestment component and (ii) a direct
share purchase component. Under the dividend reinvestment component, common shareholders and holders of OP units may elect
to automatically reinvest their dividends and distributions to purchase our common shares free of commissions and other charges.
We currently offer a 5.0% discount on the common shares purchased under the plan. We may, from time to time, either repurchase
common shares in the open market, or issue new common shares, for the purpose of fulfilling our obligations under the dividend
reinvestment program. Currently all of the common shares issued under this program are new common shares issued by us. Under
the direct share purchase component, our current investors and new investors can make optional cash purchases of our common
shares directly from us. In 2011 and 2010, we issued approximately 1.1 million and 1.3 million common shares, respectively, under
the plan, raising net proceeds of $8.4 million and $8.6 million, respectively.
Equity Compensation Plan Information. The following table sets forth certain information, as of December 31, 2011, with respect
to our 2011 Equity-Based Award Plan under which our equity securities are authorized for issuance as compensation.
Number of Securities to
be Issued Upon
Exercise of Outstanding
Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
Plan Category
Equity compensation plans approved
by security holders
Equity compensation plans not
approved by security holders
Total
(a)
(b)
(c)
3,888,281
$
—
3,888,281
$
6.36
—
6.36
4,672,085
—
4,672,085
Recent Sales of Unregistered Securities.
None, other than as previously disclosed in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Share Repurchase Program.
The following table summarizes repurchases of our common shares/OP units during the fourth quarter of 2011 pursuant to
publicly announced repurchase plans:
Period
October 1-31, 2011
November 1-30, 2011
December 1-31, 2011
Fourth Quarter 2011
Total Number of
Shares/Units
Purchased as
Part of
Publicly
Announced
Plans or
Programs (1)
Maximum
Number of
Shares That May
Yet
Be Purchased
Under
the Plans or
Programs (1)
—
—
—
—
1,056,731
1,056,731
1,056,731
1,056,731
Total Number of
Shares/Units
Purchased
—
—
—
—
Average Price
Paid per
Share/Unit ($)
—
$
—
—
—
$
_________________________
(1) Share repurchase plan most recently announced on December 17, 2007.
On October 28, 2011, we settled our common share forward purchase equity commitment and retired 3,974,645 common shares. In
addition, during the fourth quarter of 2011, we repurchased and retired 419,126 Series B Preferred Shares and 91,104 Series C
Preferred Shares.
38
Item 6. Selected Financial Data
The following sets forth our selected consolidated financial data as of and for each of the years in the five-year period ended
December 31, 2011. The selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements
and the related notes appearing elsewhere in this Annual Report. ($000's, except per share data)
Total gross revenues
Expenses applicable to revenues
Interest and amortization expense
Income (loss) from continuing operations
Total discontinued operations
Net income (loss)
Net income (loss) attributable to Lexington Realty
Trust
Net income (loss) attributable to common
shareholders
Loss from continuing operations per common share
- basic and diluted
Income (loss) from discontinued operations - basic
and diluted
Net income (loss) per common share - basic and
diluted
Cash dividends declared per common share
Net cash provided by operating activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) financing activities
Ratio of earnings to combined fixed charges and
preferred dividends
Real estate assets, net
Investments in and advances to non-consolidated
entities
Total assets
Mortgages, notes payable and credit facility,
including discontinued operations
Shareholders' equity
Total equity
Preferred share liquidation preference
_________
$
$
$
$
2011
326,914
(224,645)
(107,515)
(49,674)
(40,104)
(89,778)
2010
320,048
(217,395)
(118,907)
(4,456)
(32,954)
(37,410)
2009
330,619
(219,552)
(122,715)
(129,998)
(81,274)
(211,272)
$
2008
348,949
(258,574)
(142,579)
(15,418)
11,950
(3,468)
2007
355,930
(227,059)
(150,189)
10,964
80,965
91,929
(79,584)
(32,960)
(210,152)
2,754
75,249
(103,721)
(58,096)
(242,876)
(18,974)
47,155
(0.42)
(0.26)
(0.68)
0.47
180,137
(24,813)
(144,257)
(0.26)
(0.18)
(0.44)
0.415
164,751
(24,783)
(141,189)
(1.51)
(0.71)
(2.22)
0.64
159,307
111,967
(285,207)
(0.33)
(0.34)
0.05
1.07
(0.28)
1.17
230,201
230,128
(804,637)
0.73
3.60
287,651
(31,490)
38,973
N/A
2,566,707
N/A
2,773,605
N/A
3,015,400
N/A
3,294,527
N/A
3,729,266
90,558
3,078,048
72,480
3,334,996
55,985
3,579,845
179,133
4,105,725
226,476
5,264,705
1,662,375
1,163,074
1,221,431
322,032
1,778,077
1,280,156
1,356,129
338,760
2,072,738
1,208,669
1,297,236
338,760
2,372,323
1,406,075
1,501,071
363,915
3,028,088
960,601
1,739,565
389,000
N/A - Ratio is below 1.0, deficit of $95,441, $45,720, $9,564, $151 and $59,705 exists at December 31, 2011, 2010, 2009, 2008
and 2007, respectively.
All years have also been adjusted to reflect the impact of operating properties sold during the years ended December 31, 2011,
2010, 2009, 2008 and 2007, which are reflected in discontinued operations in the Consolidated Statements of Operations.
39
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
In this discussion, we have included statements that may constitute “forward-looking statements” within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but
instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our
control. These statements may relate to our future plans and objectives, among other things. By identifying these statements for you
in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results
indicated in these forward-looking statements. Important factors that could cause our results to differ, possibly materially, from those
indicated in the forward-looking statements include, among others, those discussed above in “Risk Factors” in Part I, Item 1A of
this Annual Report and “Cautionary Statements Concerning Forward Looking Statements” in Part I, of this Annual Report.
Table of Contents
Overview
Liquidity
Capital Resources
Results of Operations
Off-Balance Sheet Arrangements
Contractual Obligations
Overview
Page
40
45
49
50
51
53
General. We are a self-managed and self-administered real estate investment trust formed under the laws of the State of Maryland.
We operate primarily in one segment, net-leased real estate assets, and our primary business is the acquisition, ownership and
management of portfolios of single-tenanted office, industrial and retail properties, including build-to-suit transactions.
As of December 31, 2011, we had ownership interests in approximately 185 consolidated real estate properties, located in
39 states and encompassing approximately 36.0 million square feet. A majority of these properties are subject to triple net or similar
leases, where the tenant bears all or substantially all of the costs and/or cost increases for real estate taxes, utilities, insurance and
ordinary repairs.
Our revenues and cash flows are generated predominantly from property rent receipts. As a result, growth in revenues and cash
flows is directly correlated to our ability to (1) acquire income producing real estate assets, (2) re-lease properties that are vacant,
or may become vacant, at favorable rental rates and (3) earn fee income.
Although there have been signs of recovery in the overall economy, our business continues to be impacted in a number of ways
by the uncertainty and volatility in the capital markets, including (1) a need to preserve capital, generate additional liquidity and
improve our overall financial flexibility, (2) our ability to find attractive financing, (3) challenges in acquiring suitable property
investments and (4) tenant uncertainty with respect to future space needs. Since 2010, we have seen an increase in acquisition
opportunities. In 2011 and 2010, we acquired and/or engaged in build-to-suit projects encompassing an aggregate 3.3 million square
feet. Since 2010, we have seen a slight strengthening in the availability of capital; however, it is difficult for us to predict when the
economy will fully recover.
In an effort to diversify, we invest across the United States in properties leased to tenants in various industries, including finance/
insurance, automotive, energy, technology and consumer products. However, industry declines, to the extent we have concentration,
and general economic declines could negatively impact our results of operations and cash flows.
In addition to corporate level borrowings, none of which matures in 2012 or 2013 as of the date of filing this Annual Report,
we have consolidated property specific non-recourse mortgage debt with an aggregate of $147.9 million and $234.9 million in balloon
payments that are to be paid in 2012 and 2013, respectively.
Business Strategy. Our current business strategy is focused on maintaining a strong balance sheet and improving our long-term
growth prospectus. See “Business” in Part I, Item 1 of this Annual Report for a detailed description of our current business strategy.
We believe a positive impact is resulting from our business strategy. In 2011, 2010 and 2009, we reduced our overall consolidated
indebtedness by $119.3 million, $300.3 million and $305.6 million, respectively, primarily (1) by repurchasing our 5.45%
Exchangeable Guaranteed Notes and (2) through the sale, transfer or other disposition of properties to third parties and lenders. We
expect our business strategy will enable us to continue to improve our liquidity and strengthen our overall balance sheet. We believe
liquidity and a strong balance sheet will allow us to take advantage of attractive investment opportunities as they arise, which will
create meaningful shareholder value.
40
Investment Trends. Making investments in income producing single-tenant real estate assets is one of our primary focuses. The
challenge we face is finding investments that will provide an attractive return without compromising our real estate underwriting
criteria. We believe we have access to acquisition opportunities due to our relationships with developers, brokers, corporate users
and sellers. When we acquire real estate assets, we look for general purpose office and industrial real estate assets subject to a long-
term net lease which have one or more of the following characteristics (1) a credit-worthy tenant, (2) adaptability to a variety of
users, including multi-tenant use and (3) an attractive geographic location.
During 2009 and 2008, acquisition activity decreased as we focused on retiring senior debt and preferred securities. In response
to the compression in capitalization rates, we refocused our efforts into (1) repurchasing our senior debt at what we believe were
attractive and secure yields to maturity and (2) disposing of real estate assets in compliance with regulatory and contractual
requirements. Beginning in the fourth quarter of 2009, we began to see an increase in our acquisition activity as evidenced by the
acquisition of an office property in Greenville, South Carolina.
Our acquisition volume for 2011 and 2010 consisted primarily of build-to-suit transactions whereby we (1) engage in build-to-
suit transactions, or (2) provide capital to developers who are engaged in, build-to-suit transactions and/or (3) commit to purchase
the property from developers upon completion. We believe these arrangements offer developers and/or tenants access to capital while
simultaneously providing us with attractive risk-adjusted projected yields. We generally mitigate our cost exposure by requiring
purchase agreements, development agreements and/or loan agreements to specify a maximum price and/or loan commitment amount
prior to execution of the agreement. Cost overruns are generally the responsibility of the developer, or in some cases the prospective
tenant. We believe we perform stringent underwriting procedures to ensure that our investments are not subject to compromise such
as, among other items, (1) requiring payment and performance bonds and/or completion guarantees from developers and/or
contractors; (2) engaging third-party construction managers and/or engineers to monitor construction progress and quality; (3) only
hiring developers with a proven history of performance; (4) requiring developers to provide financial statements and in some cases
personal guarantees from principals; (5) acquiring detailed plans and constructions budgets; (6) requiring a long-term tenant lease
to be executed prior to funding; and (7) leveling liens on the property to the extent of construction funding.
The following is a summary of our 2011 and 2010 build-to-suit transactions and property acquisitions:
Build-to-Suit Transactions
Location
Property Type
Square Feet
(000's)
Capitalized Cost/
Maximum Commitment
(millions)
Byhalia, MS
Shelby, NC
Huntington, WV
Florence, SC
Saint Joseph, MO
Jessup, PA
Shreveport, LA
Long Island City, NY(1)
Industrial
Industrial
Office
Office
Office
Office
Industrial
Industrial
Property Acquisitions
514
674
70
32
99
150
257
143
1,939
$
$
27.5
23.5
12.6
5.1
18.0
20.8
13.1
46.7
167.3
Date Acquired/Estimated
Completion Date
2Q 2011
2Q 2011
1Q 2012
1Q 2012
2Q 2012
2Q 2012
2Q 2012
1Q 2013
Location
Property Type
Square Feet
(000's)
Capitalized Cost
(millions)
Columbus, OH
Aurora, IL(2)
Allen, TX(3)
Rock Hill, SC
Columbus, OH
Wilsonville, OR(4)
Chillicothe, OH
Office
Office
Office
Office
Office
Office
Industrial
$
(1) Joint venture investment: capitalized cost/maximum contribution represents our share.
(2) Joint venture investment.
(3) Acquired from NLS.
(4) Deed-in-lieu of foreclosure.
$
105
210
293
80
42
123
475
1,328
41
Date Acquired
4Q 2010
4Q 2011
2Q 2011
2Q 2011
3Q 2011
3Q 2011
4Q 2011
16.7
15.3
36.3
7.4
6.1
5.6
12.1
99.5
We, through lender subsidiaries, invest in debt investments secured by real estate assets, which (1) we feel comfortable owning
for our investment should the borrower default for reasons other than an underlying tenant default or (2) are necessary for an efficient
deposition of our equity interest in the property. During the first quarter of 2011, through a lender subsidiary, we loaned $3.0 million
to the buyer in connection with the sale of a vacant industrial property for $3.7 million. The loan is secured by the property, bears
interest at 7.8% and matures in January 2013. In 2011, we, through a lender subsidiary, made a $10.0 million mezzanine loan secured
by a 100% pledge of all equity interests in the entities which own two, to-be-constructed distribution facilities. The loan was scheduled
to mature in June 2013 and had an interest rate of 15.0% for the first year and 18.5% for the second year. The loan was fully satisfied
in November 2011 for a payment of $11.5 million which included accrued interest and yield maintenance.
During 2011 and 2010, through a lender subsidiary, we made a 15% mortgage loan on an office building in Schaumburg, Illinois,
which matured in January 2012 but could have been extended one additional year by the borrower for a 50 basis point fee. The
mortgage loan had an outstanding balance of $21.5 million at December 31, 2011. The property is leased through December 31,
2022 for an average annual rent of $4.0 million. Our lender subsidiary may be obligated to fund an additional $12.2 million for tenant
improvement costs. The borrower is currently in default. We believe the office building has an estimated fair value in excess of our
investment and we have initiated foreclosure proceedings.
One of our lender subsidiaries also made a $17.0 million loan secured by a combination of limited partner interests in entities
that owned, and second mortgage liens or mortgage liens against, five medical facilities. This loan was guaranteed by a parent entity
and principal and initially matured in December 2011 and required payments of interest only at a rate of 14% through February 2011
and 16% thereafter. The borrower prepaid an aggregate $7.5 million in December 2010 and February 2011 in connection with the
sale of certain collateral, and repaid the remaining $9.5 million in December 2011.
Despite the current economic uncertainty, we have seen an increase in our acquisition pipeline, mostly consisting of build-to-
suit transactions. We have several commitments and letters of intent for future acquisitions as of the first quarter of 2012, and we
anticipate continued acquisition activity for 2012. However, we can provide no assurances that any of these transactions will be
consummated.
Leasing Trends. Re-leasing properties that are currently vacant or as leases expire at favorable effective rates is one of our
primary asset management focuses. The primary risks associated with re-tenanting properties are (1) the period of time required to
find a new tenant, (2) whether rental rates will be lower than previously received, (3) the significance of leasing costs such as
commissions and tenant improvement allowances and (4) the payment of capital expenditures and operating costs such as real estate
taxes, insurance and maintenance with no offsetting revenue.
Our property owner subsidiaries try to mitigate these risks by (1) staying in close contact with our tenants during the lease term
in order to assess their current and future occupancy needs, (2) maintaining relationships with local brokers to determine the depth
of the rental market and (3) retaining local expertise to assist in the re-tenanting of a property. However, no assurance can be given
that once a property becomes vacant it will subsequently be re-let. Generally, a tenant in a single-tenant office property commences
lease extension discussions well in advance of lease expiration. If the lease has a year or less remaining until expiration, there is a
high likelihood that the tenant will not extend the lease.
If a property cannot be re-let to a single user and the property can be adapted to multi-tenant use, our property owner subsidiary
determines whether the costs of adapting the property to multi-tenant use outweigh the benefit of funding operating costs while
searching for a single-tenant.
Certain of the long-term leases on properties in which we have an ownership interest contain provisions that may mitigate the
adverse impact of inflation on our operating results. Such provisions include clauses entitling our property owner subsidiaries to
receive (1) scheduled fixed base rent increases and (2) base rent increases based upon the consumer price index. In addition, a majority
of the leases on the single-tenant properties in which we have an ownership interest require tenants to pay operating expenses,
including maintenance, real estate taxes, insurance and utilities, thereby reducing the exposure to increases in costs and operating
expenses. In addition, the leases on single-tenant properties in which we have an ownership interest are generally structured in a way
that minimizes responsibility for capital improvements.
Since 2008, tenants have been more aggressive in lease and lease renewal negotiations with respect to rental rate, tenant
improvement allowances and landlord responsibilities. As a result, the obligations of our property owner subsidiaries on new leases
and newly renewed or extended leases have generally increased.
42
We continue to monitor the credit of tenants of properties in which we have an interest. Under current bankruptcy law, a tenant
can generally assume or reject a lease within a certain number of days of filing its bankruptcy petition. If a tenant rejects the lease,
a landlord's damages are generally limited to the greater of (1) one year's rent and (2) the rent for 15%, of the remaining term of the
lease not to exceed three years rent.
During 2009, due to economic conditions, three of our property owner subsidiaries each conveyed a property to its lender and/
or to a bankruptcy estate as a result of the single-tenant vacating its property and there being no viable leasing prospects. Although
there were no such conveyances during 2011 and 2010, one of our property owner subsidiaries conveyed a vacant property in Tulsa,
Oklahoma to its lender in January 2012. Our property owner subsidiaries may convey properties to lenders or the property owner
subsidiary may declare bankruptcy in the future if a property owner subsidiary is unable to refinance, re-let or sell its vacated property
or if a tenant renews at a lower rent or a new tenant pays a lower rent.
Impairment charges. During 2011, 2010 and 2009, we incurred impairment charges on our assets, of $117.4 million, $56.9
million and $175.9 million, respectively, due primarily to a deterioration in economic conditions since the acquisition of such assets.
Impairments on real estate assets in discontinued operations were $48.9 million, $50.1 million and $99.6 million in 2011, 2010 and
2009, respectively, as the assets were ultimately sold or foreclosed upon below their carrying value. The assets that were sold were
generally non-core or non-performing assets. We used the net proceeds from these sales to primarily deleverage our balance sheet.
In addition, we incurred $68.6 million and $3.0 million of impairment charges on real estate assets classified in continuing operations
in 2011 and 2010, respectively. These real estate assets were primarily non-core assets including retail properties, under performing
and multi-tenant properties acquired in the Newkirk Merger.
In 2011, we recognized a $1.6 million other-than-temporary impairment charge on a non-consolidated investment acquired in
the Newkirk Merger due to a change in our estimate of net proceeds upon liquidation of the joint venture. We recognized other-than-
temporary impairments on two of our investments in non-consolidated entities in 2009 of $74.7 million, consisting of Lex-Win
Concord and another joint venture. Concord experienced declines in the fair value of its loan securities consistent with liquidity
concerns impacting the commercial bond and real estate markets and the overall economy beginning in 2008. Concord recorded
significant other-than-temporary impairment charges during 2009 and 2008. As a result of these charges and other factors, we
recorded other-than-temporary impairments of $68.2 million on our investment in Lex-Win Concord during 2009, reducing the
carrying value of our investment to zero. In addition, during 2009, we recorded an impairment charge of $6.5 million on our
investment in an unconsolidated joint venture acquired in the Newkirk Merger due to the expiration of the net-lease on the hotel
asset owned by the joint venture. We subsequently sold our interest in this joint venture for a nominal amount to another partner in
the joint venture.
We incurred loan losses on our loans receivable during 2010 and 2009. During 2010, we recorded a $3.8 million loan loss on a
loan receivable as the tenant supporting the collateral declared bankruptcy and announced liquidation proceedings. During the first
quarter of 2009, we agreed to the discounted payoffs of two loans receivable with an aggregate carrying value of $5.0 million. During
2009, we wrote the loans receivable down to the aggregate agreed upon discounted payoff amount of $3.9 million, which approximated
fair value, and recognized a loan loss reserve of $1.1 million. In addition, investments in debt securities were sold for $9.5 million
during 2009 and we realized a loss of $0.5 million. The proceeds from these transactions were used to reduce corporate level debt.
Given the continued uncertainty in general economic conditions, we cannot estimate if we will incur, or the amount of, future
impairment charges on our assets. See Part I, Item 1A - “Risk Factors” of this Annual Report.
Critical Accounting Policies. Our accompanying consolidated financial statements have been prepared in conformity with GAAP,
which require our management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. A
summary of our significant accounting policies which are important to the portrayal of our financial condition and results of operations
is set forth in note 2 to the Consolidated Financial Statements beginning on page 65 of this Annual Report and incorporated herein.
The following is a summary of our critical accounting policies, which require some of management's most difficult, subjective
and complex judgments.
Basis of Presentation and Consolidation. Our consolidated financial statements are prepared on the accrual basis of accounting.
The financial statements reflect our accounts and the accounts of our consolidated subsidiaries. We consolidate our wholly-owned
subsidiaries, partnerships and joint ventures which we control through (1) voting rights or similar rights or (2) by means other than
voting rights if we are the primary beneficiary of a variable interest entity, which we refer to as a VIE. Entities which we do not
control and entities which are VIEs in which we are not the primary beneficiary are generally accounted for by the equity method.
Significant judgments and assumptions are made by us to determine whether an entity is a VIE such as those regarding an entity's
equity at risk, the entity's equity holders' obligations to absorb anticipated losses and other factors. In addition, the determination of
the primary beneficiary of a VIE requires judgment to determine the party that has (1) power over the significant activities of the
VIE and (2) an obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE.
43
Judgments and Estimates. Our management has made a number of estimates and assumptions relating to the reporting of assets
and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses to prepare these
consolidated financial statements in conformity with GAAP. These estimates and assumptions are based on our management's best
estimates and judgment. Our management evaluates its estimates and assumptions on an ongoing basis using historical experience
and other factors, including the current economic environment. The current economic environment has increased the degree of
uncertainty inherent in these estimates and assumptions. Our management adjusts such estimates when facts and circumstances
dictate. The most significant estimates made include the recoverability of accounts receivable, allocation of property purchase price
to tangible and intangible assets acquired and liabilities assumed, the determination of VIEs and entities that should be consolidated,
the determination of impairment of long-lived assets, loans receivable and equity method investments, valuation and impairment of
assets held by equity method investees, valuation of derivative financial instruments and the useful lives of long-lived assets.
Purchase Accounting and Acquisition of Real Estate. The fair value of the real estate acquired, which includes the impact of fair
value adjustments for assumed mortgage debt related to property acquisitions, is allocated to the acquired tangible assets, consisting
of land, building and improvements and identified intangible assets and liabilities, consisting of the value of above-market and below-
market leases, other value of in-place leases and value of tenant relationships, based in each case on their fair values.
The fair value of the tangible assets of an acquired property (which includes land, building and improvements and fixtures and
equipment) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and
building and improvements based on our management's determination of relative fair values of these assets. Factors considered by
our management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering
current market conditions and costs to execute similar leases. In estimating carrying costs, our management includes real estate taxes,
insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current
market demand. Our management also estimates costs to execute similar leases including leasing commissions.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-
market lease values are recorded based on the difference between the current in-place lease rent and management's estimate of current
market rents. Below-market lease intangibles are recorded as part of deferred revenue and amortized into rental revenue over the
non-cancelable periods and bargain renewal periods of the respective leases. Above-market leases are recorded as part of intangible
assets and amortized as a direct charge against rental revenue over the non-cancelable portion of the respective leases.
The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationship values, is measured
by the excess of (1) the purchase price paid for a property over (2) the estimated fair value of the property as if vacant, determined
as set forth above. This aggregate value is allocated between in-place lease values and tenant relationship values based on
management's evaluation of the specific characteristics of each tenant's lease. The value of in-place leases are amortized to expense
over the remaining non-cancelable periods and any bargain renewal periods of the respective leases. The value of tenant relationships
is amortized to expense over the applicable lease term plus expected renewal periods.
Acquisition, Development and Construction Arrangements. We evaluate loans receivable where we participate in residual profits
through loan provisions or other contracts to ascertain whether we have the same risks and rewards as an owner or joint venture
partner. This evaluation takes significant judgment. Where we conclude that such arrangements are more appropriately treated as an
investment in real estate, we record such loans receivable as an equity investment in real estate under construction.
Revenue Recognition. We recognize lease revenue on a straight-line basis over the term of the lease unless another systematic
and rational basis is more representative of the time pattern in which the use benefit is derived from the leased property. Renewal
options in leases with rental terms that are lower than those in the primary term are excluded from the calculation of straight line
rent if the renewals are not reasonably assured. In those instances in which we fund tenant improvements and the improvements are
deemed to be owned by us, revenue recognition will commence when the improvements are substantially completed and possession
or control of the space is turned over to the tenant. When we determine that the tenant allowances are lease incentives, we commence
revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. The lease incentive
is recorded as a deferred expense and amortized as a reduction of revenue on a straight-line basis over the respective lease term.
Determining if a tenant allowance is a lease incentive requires significant judgment. We recognize lease termination payments as a
component of rental revenue in the period received, provided that there are no further obligations under the lease; otherwise the lease
termination payment is amortized on a straight-line basis over the remaining obligation period. All above-market lease assets, below-
market lease liabilities and deferred rent assets or liabilities for terminated leases are charged against or credited to rental revenue
in the period the lease is terminated. All other capitalized lease costs and lease intangibles are accelerated via amortization expense
to the date of termination.
44
Gains on sales of real estate are recognized based on the specific timing of the sale as measured against various criteria related
to the terms of the transactions and any continuing involvement associated with the properties. If the sales criteria are not met, the
gain is deferred and the finance, installment or cost recovery method, as appropriate, is applied until the sales criteria are met. To
the extent we sell a property and retain a partial ownership interest in the property, we recognize gain to the extent of the third-party
ownership interest.
Accounts Receivable. We continuously monitor collections from our tenants and would make a provision for estimated losses
based upon historical experience and any specific tenant collection issues that we have identified.
Impairment of Real Estate. We evaluate the carrying value of all tangible and intangible real estate assets for possible impairment
when an event or change in circumstance has occurred that indicates its carrying value may not be recoverable. The evaluation
includes estimating and reviewing anticipated future undiscounted cash flows to be derived from the asset. If such cash flows are
less than the asset's carrying value, an impairment charge is recognized to the extent by which the asset's carrying value exceeds the
estimated fair value. Estimating future cash flows is highly subjective and such estimates could differ materially from actual results.
Impairment of Equity Method Investments. We assess whether there are indicators that the value of our equity method investments
may be impaired. An investment's value is impaired if we determine that a decline in the value of the investment below its carrying
value is other-than-temporary. The assessment of impairment is highly subjective and involves the application of significant
assumptions and judgments about our intent and ability to recover our investment given the nature and operations of the underlying
investment, including the level of our involvement therein, among other factors. To the extent impairment has occurred, the loss is
measured as the excess of the carrying amount of the investment over the estimated value of the investment.
Loans Receivable. We evaluate the collectability of both interest and principal of each of our loans, if circumstances warrant,
to determine whether the loan is impaired. A loan is considered to be impaired, when based on current information and events, it is
probable that we will be unable to collect all amounts due according to the existing contractual terms. Significant judgments are
required in determining whether impairment has occurred. When a loan is considered to be impaired, the amount of the loss accrual
is calculated by comparing the recorded investment to the value determined by discounting the expected future cash flows at the
loan's effective interest rate, the loan's observable current market price or the fair value of the underlying collateral. Interest on
impaired loans is recognized on a cash basis.
Fair Value Measurements. We follow the guidance in FASB Accounting Standards Codification, which we refer to as ASC,
Topic 820, Fair Value Measurements and Disclosures, which we refer to as Topic 820, to determine the fair value of financial and
non-financial investments. Topic 820 defines fair value, establishes a framework for measuring fair value in GAAP and expands
disclosures about fair value measurements. Topic 820 establishes a fair value hierarchy that prioritizes observable and unobservable
inputs used to measure fair value into three levels: Level 1 - quoted prices (unadjusted) in active markets that are accessible at the
measurement date for assets or liabilities; Level 2 - observable prices that are based on inputs not quoted in active markets, but
corroborated by market data; and Level 3 - unobservable inputs that are used when little or no market data is available. The fair value
hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, we utilize
valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible
as well as consider counterparty credit risk, where applicable, in our assessment of fair value.
The accounting for these critical accounting policies and implementation of accounting guidance issued in the future involves
the making of estimates based on current facts, circumstances and assumptions which could change in a manner that would materially
affect management's future estimates with respect to such matters. Accordingly, future reported financial conditions and results could
differ materially from financial conditions and results reported based on management's current estimates.
Liquidity
General. Since becoming a public company, our principal sources of liquidity have been (1) undistributed cash flows generated
from our investments, (2) the public and private equity and debt markets, including issuances of OP units, (3) property specific debt,
(4) corporate level borrowings, (5) commitments from co-investment partners and (6) proceeds from the sales of our investments.
Our ability to incur additional debt to fund acquisitions is dependent upon our existing leverage, the value of the assets we are
attempting to leverage and general economic and credit market conditions, which may be outside of management's control or influence.
45
Cash Flows. We believe that cash flows from operations will continue to provide adequate capital to fund our operating and
administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both
the short-term and long-term. In addition, we anticipate that cash on hand, borrowings under our secured term loan and secured
revolving credit facility, and our other principal sources of liquidity, will be available to provide the necessary capital required to
fund our operations and allow us to grow.
Cash flows from operations as reported in the Consolidated Statements of Cash Flows totaled $180.1 million for 2011, $164.8
million for 2010 and $159.3 million for 2009. The underlying drivers that impact working capital and therefore cash flows from
operations are the timing of (1) the collection of rents and tenant reimbursements, loan interest payments from borrowers, and advisory
fees, and (2) the payment of interest on mortgage debt and operating and general and administrative costs. We believe the net-lease
structure of the leases encumbering a majority of the properties in which we have an interest enhances cash flows from operations
since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. Collection and
timing of tenant rents is closely monitored by management as part of our cash management program.
Net cash provided by (used in) investing activities totaled $(24.8) million in 2011, $(24.8) million in 2010 and $112.0 million
in 2009. Cash provided by investing activities related primarily to proceeds from the sale of properties, collection of loans receivable,
distributions from non-consolidated entities in excess of accumulated earnings, proceeds from the sale of marketable debt securities
and changes in escrow deposits and restricted cash. Cash used in investing activities related primarily to investments in real estate
properties, co-investment programs, loans receivable, an increase in deferred leasing costs, deposits and restricted cash. Therefore,
the fluctuation in investing activities relates primarily to the timing of investments and dispositions.
Net cash used in financing activities totaled $144.3 million in 2011, $141.2 million in 2010 and $285.2 million in 2009. Cash
provided by financing activities was primarily attributable to proceeds from the issuance of common shares, net, exercise of employee
common share options, contributions from noncontrolling interests, non-recourse mortgages and corporate borrowings, offset by
dividend and distribution payments, net, repurchases of equity interests, forward equity commitment payments, net, an increase in
deferred financing costs and debt payments and repurchases.
Public and Private Equity and Debt Markets. We access the public and private equity and debt markets when we (1) believe
conditions are favorable and (2) have a compelling use of proceeds. During 2011 and 2010, we issued approximately 10.0 million
and 22.4 million common shares, respectively, raising net proceeds of approximately $90.5 million and $157.8 million, respectively,
in public common share offerings. During 2011, 2010 and 2009, we issued approximately 1.1 million, 1.3 million and 4.3 million
common shares under our direct share purchase plan raising net proceeds of approximately $8.4 million, $8.6 million and $20.9
million, respectively. We primarily used these proceeds to retire indebtedness.
During 2007, we issued an aggregate $450.0 million of 5.45% Exchangeable Guaranteed Notes due in 2027. Since 2008, we
repurchased and retired $387.9 million original principal amount of the notes for $296.0 million in cash and 1.6 million common
shares having a value at issuance of $23.5 million (or $14.50 per share). The remaining notes were repurchased by us and retired in
January 2012 pursuant to a holder repurchase option.
During 2010, we issued $115.0 million aggregate principal amount of 6.00% Convertible Guaranteed Notes. The notes pay
interest semi-annually in arrears and mature in January 2030. The holders of the notes may require us to repurchase their notes in
January 2017, January 2020 and January 2025 for cash equal to 100% of the notes to be repurchased, plus any accrued and unpaid
interest. We may not redeem any notes prior to January 2017, except to preserve our REIT status. Thereafter, we may redeem the
notes for cash equal to 100% of the principal of the notes to be redeemed, plus any accrued and unpaid interest. As of the date of
filing this Annual Report, the notes have a conversion rate of 142.6917 common shares per $1,000 principal amount of the notes,
representing a conversion price of approximately $7.01 per common share. The conversion rate is subject to adjustment under certain
circumstances. The notes are convertible by the holders under certain circumstances for cash, common shares or a combination of
cash and common shares at our election.
During 2011, we repurchased and retired approximately 0.4 million Series B Preferred Shares and approximately 0.1 million
Series C Preferred Shares at a discount to the respective liquidation preferences. During 2009, we converted approximately 0.5
million shares of our Series C Preferred Shares by issuing 3.0 million common shares. During 2008, we entered into a forward equity
commitment to purchase 3.5 million of our common shares at a price of $5.60 per share. We prepaid $15.6 million of the $19.6
million purchase price during 2008 and 2009, agreed to make floating payments during the term of the forward purchase at LIBOR
plus 250 basis points per annum and we retained all cash dividend payments. We settled the commitment in October 2011 for a cash
payment of approximately $4.0 million and retired approximately 4.0 million common shares.
46
We may access these markets in the future to implement our business strategy including capital to fund future growth. However,
the continued general economic uncertainty and the volatility in these markets makes accessing these market challenging.
UPREIT Structure. Our UPREIT structure permits us to effect acquisitions by issuing OP units to a property owner as a form
of consideration in exchange for the property. Substantially all outstanding OP units are redeemable by the holder at certain times
on a one OP unit for approximately 1.13 common shares or, at our election, with respect to certain OP units, cash. Substantially all
outstanding OP units require us to pay quarterly distributions to the holders of such OP units equal to the dividends paid to our
common shareholders on an as redeemed basis and the remaining OP units have stated distributions in accordance with their respective
partnership agreement. To the extent that our dividend per share is less than a stated distribution per unit per the applicable partnership
agreement, the stated distributions per unit are reduced by the percentage reduction in our dividend. We are party to a funding
agreements with our operating partnerships under which we may be required to fund distributions made on account of OP units. No
OP units have a liquidation preference. The number of common shares that will be outstanding in the future should be expected to
increase, and income (loss) attributable to noncontrolling interests should be expected to decrease (increase), as such OP units are
redeemed for our common shares.
As of December 31, 2011, there was a total of approximately 4.0 million OP units outstanding other than OP units held by us.
Of this total, approximately 1.5 million are held by related parties.
As a result of the general deterioration in real estate values since 2008, few sellers of real estate are seeking OP units as a form
of consideration.
Property Specific Debt. As of December 31, 2011, our property owner subsidiaries have related balloon payments of $147.9
million and $234.9 million to be paid during 2012 and 2013, respectively. With respect to mortgages encumbering properties where
the expected lease rental revenues are sufficient to provide an estimated property value in excess of the mortgage balance, we believe
our property owner subsidiaries have sufficient sources of liquidity to meet these obligations through future cash flow from operations,
the credit markets and, if determined appropriate by us, a capital contribution from us from either cash on hand ($63.7 million at
December 31, 2011), borrowing capacity on our new secured term loan (currently $107.0 million) and our new secured revolving
credit facility (currently $205.8 million).
In the event that the estimated property value is less than the mortgage balance, the mortgages encumbering the properties in
which we have an interest are generally non-recourse to us and the property owner subsidiaries, such that a property owner subsidiary
may, if appropriate, satisfy a mortgage obligation by transferring title of the property to the lender or permitting a lender to foreclose.
We expect to continue to use property specific, non-recourse mortgages as we believe that by properly matching a debt obligation,
including the balloon maturity risk, with the terms of a lease, our cash-on-cash returns increase and the exposure to residual valuation
risk is reduced. However, the current economic environment has impacted the ability of our property owner subsidiaries to obtain
property specific debt on favorable terms. In 2008, property specific mortgage lending nearly ceased. Since then, the number of
lenders and available loan proceeds have diminished significantly. In addition, the required loan to value ratios have decreased and
the covenants, including required reserve amounts, have increased.
In 2011, a property owner subsidiary, obtained a five-year, $15.0 million, 4.71% interest-only, non-recourse mortgage loan on
an industrial property in Byhalia, Mississippi. During 2010, (1) one of our property owner subsidiaries obtained an $11.3 million,
3.56% fully amortizing, approximate nine-year, non-recourse mortgage loan on its North Berwick, Maine property and (2) another
one of our property owner subsidiaries obtained a $9.0 million, 5.5% interest only, non-recourse mortgage loan on its Greenville
South Carolina property, which matures in January 2015. In addition, one of our property owner subsidiaries obtained a $37.0 million
non-recourse mortgage loan on its Salt Lake City, Utah property. The property was subsequently sold, and the loan was assumed by
the buyer.
In August 2009, one of our property owner subsidiaries refinanced a $13.2 million, 8.19% non-recourse mortgage loan on a
property in Fishers, Indiana which was scheduled to mature in April 2010, with an $11.5 million, 6.375% non-recourse mortgage
loan which matures in August 2014.
During 2011, a property owner subsidiary, suspended debt service payments on a vacant office property in Tulsa, Oklahoma.
The property was conveyed to the lender in January 2012.
47
During 2009, one of our property owner subsidiaries suspended debt service payments on the mortgage encumbering its property
leased to Circuit City Stores, Inc. in Richmond, Virginia following the lease being rejected in the tenant's bankruptcy and subsequent
vacancy. The non-recourse loan had a balance of $15.5 million at that time. The property was conveyed to the lender in a foreclosure
sale during the third quarter of 2009.
During 2009, one of our property owner subsidiaries suspended debt service payments on a vacant property in Plymouth,
Michigan which had an outstanding mortgage balance of $4.3 million. The property was conveyed through a foreclosure sale to the
lender in December 2009. In addition, one of our property owner subsidiaries did not make an $18.2 million balloon payment on a
property in Houston, Texas which was due in October 2009. The property owner subsidiary declared bankruptcy in December 2009
and the property and related debt were assumed by the bankruptcy estate. There are significant risks associated with conveying
properties to lenders through foreclosure which are described in "Risk Factors" in Part I, Item 1A of this Annual Report.
Corporate Borrowings. In January 2012, we procured a $215.0 million secured term loan from Wells Fargo Bank, National
Association, as agent. The secured term loan matures in January 2019. The secured term loan requires regular payments of interest
only at an interest rate dependent on our leverage ratio, as defined, as follows: 2.00% plus LIBOR if our leverage ratio is less than
45%, 2.25% plus LIBOR if our leverage ratio is between 45% and 50%, 2.45% plus LIBOR if our leverage ratio is between 50%
and 55%, and 2.85% plus LIBOR if our leverage ratio exceeds 55%. Upon the date when we obtain an investment grade debt rating
from at least two of Standard & Poor's, Moody's and Fitch, the interest rate under the secured term loan will be dependent on our
debt rating. We may not prepay any outstanding borrowings under the secured term loan facility through January 12, 2013, but may
prepay outstanding borrowings anytime thereafter, however at a premium for the next three years. Effective February 1, 2012, we
entered into an interest-rate swap agreement to fix LIBOR at 1.512% on $108.0 million of borrowings under the secured term loan
for seven years. As of the date of filing of this Annual Report, $108.0 million was outstanding and we were in compliance with the
financial covenants contained in the secured term loan agreement.
In addition, in January 2012, we refinanced our secured $300.0 million revolving credit facility procured in January 2011 with
KeyBank, as agent, with a $300.0 million secured revolving credit facility. The new secured revolving facility bears interest at 1.625%
plus LIBOR if our leverage ratio, as defined, is less than 45%, 1.875% plus LIBOR if our leverage ratio is between 45% and 50%,
2.125% plus LIBOR if our leverage ratio is between 50% and 55% and 2.375% plus LIBOR if the leverage ratio exceeds 55%. The
new secured revolving credit facility matures in January 2015, but can be extended to January 2016 at our option. With the consent
of the lenders, we can increase the size of the secured revolving credit facility by $225.0 million, for a total facility size of $525.0
million by adding properties to the borrowing base and admitting additional lenders. The new revolving credit facility and new term
loan are secured by ownership interest pledges and guarantees by certain of our subsidiaries that own interests in a borrowing base
of properties. As of the date of filing of this Annual Report, $28.0 million was outstanding on the new secured revolving credit facility
and we were in compliance with the financial covenants contained in the secured revolving credit facility agreement.
In March 2008, we obtained $25.0 million and $45.0 million original principal amount secured term loans from KeyBank. The
loans were scheduled to mature in 2013 and required payments of interest only at LIBOR plus 60 basis points; however, we entered
into an interest rate swap agreement which fixed the interest rate at 5.52%. As of December 31, 2011, $25.0 million and $35.6
million were respectively outstanding on this secured term loan and we were in compliance with the financial covenants contained
in each loan document. The loans and interest rate swap were fully satisfied in January 2012 with proceeds from the new secured
term loan and the new secured revolving credit facility discussed above.
During 2007, we issued $200.0 million in Trust Preferred Securities, which bear interest at a fixed rate of 6.804% through April
2017 and thereafter at a variable rate of three month LIBOR plus 170 basis points through maturity. These securities are (1) classified
as debt, (2) due in 2037 and (3) redeemable by us commencing April 2012. As of December 31, 2011 and 2010, there are $129.1
million outstanding.
While property specific mortgages have become harder to obtain, corporate level borrowings have generally been available and
we expect this to continue to be the case in the near future.
Co-investment Programs. We believe that entering into co-investment programs and joint ventures with institutional investors
and other real estate companies is a good way to access private capital while mitigating our risk in certain assets and increasing our
return on equity to the extent we earn management or other fees. However, investments in co-investment programs and joint ventures
limit our ability to make investment decisions unilaterally relating to the assets and limit our ability to deploy capital. If we continue
to grow, we expect to enter into co-investment programs and joint ventures primarily with respect to assets that we ordinarily would
not have invested in.
48
Capital Recycling. Part of our strategy to effectively manage our balance sheet involves pursuing and executing well on property
dispositions and recycling of capital. During 2011, we monetized 17 properties for a gross price of $160.1 million. These proceeds
were used to retire indebtedness encumbering properties in which we have an interest and make investments.
Liquidity Needs. Our principal liquidity needs are the contractual obligations set forth under the heading “Contractual
Obligations,” below, and the payment of dividends to our shareholders and distributions to the holders of OP units.
As of December 31, 2011, we and our property owner subsidiaries, in the aggregate, had approximately $1.7 billion of
indebtedness, consisting of mortgages and notes payable outstanding, 6.00% Convertible Guaranteed Notes, 5.45% Exchangeable
Guaranteed Notes (repurchased subsequent to year end pursuant to a holder option) and Trust Preferred Securities, with a weighted-
average interest rate of approximately 5.8%. The ability of a property owner subsidiary to make debt service payments depends upon
the rental revenues of its property and its ability to refinance the mortgage related thereto, sell the related property, or access capital
from us or other sources. A property owner subsidiary's ability to accomplish such goals will be affected by numerous economic
factors affecting the real estate industry, including the availability and cost of mortgage debt at the time, its equity in the mortgaged
property, the financial condition and the operating history of the mortgaged property, the then current tax laws and the general national,
regional and local economic conditions.
If we are unable to satisfy our contractual obligations and other operating costs with our cash flow from operations, we intend
to use borrowings under our new secured term loan and secured revolving credit facility and proceeds from issuances of equity or
debt securities. If a property owner subsidiary is unable to satisfy its contractual obligations and other operating costs, it may default
on its obligations and lose its assets in foreclosure or through bankruptcy proceedings.
We elected to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with our taxable year ended
December 31, 1993. If we qualify for taxation as a REIT, we generally will not be subject to federal corporate income taxes on our
net taxable income that is currently distributed to shareholders.
In connection with our intention to continue to qualify as a REIT for federal income tax purposes, we expect to continue paying
regular dividends to our shareholders. These dividends are expected to be paid from operating cash flows and/or from other sources.
Since cash used to pay dividends reduces amounts available for capital investments, we generally intend to maintain a conservative
dividend payout ratio or we may issue common shares in lieu of cash dividends if permitted under the Code, reserving such amounts
as we consider necessary for the maintenance or expansion of properties in our portfolio, debt reduction, the acquisition of interests
in new properties as suitable opportunities arise, and such other factors as our Board of Trustees considers appropriate.
We paid approximately $94.9 million in cash dividends to our common and preferred shareholders in 2011. Although our property
owner subsidiaries receive the majority of our base rental payments on a monthly basis, we intend to continue paying dividends
quarterly. Amounts accumulated in advance of each quarterly distribution are invested by us in short-term money market or other
suitable instruments.
Capital Resources
General. Due to the net-lease structure, our property owner subsidiaries historically have not incurred significant expenditures
in the ordinary course of business to maintain the properties in which we have an interest. However, particularly since 2008, as leases
have expired, our property owner subsidiaries have incurred costs in extending the existing tenant leases, re-tenanting the properties
with a single-tenant, or converting the property to multi-tenant use. The amounts of these expenditures can vary significantly depending
on tenant negotiations, market conditions and rental rates.
Single-Tenant Properties. We do not anticipate significant capital expenditures at the properties in which we have an interest
that are subject to net leases since the tenants at these properties generally bear all or substantially all of the cost of property operations,
maintenance and repairs. However, at certain properties subject to net leases, our property owner subsidiaries are responsible for
replacement and/or repair of certain capital items. At certain single-tenant properties that are not subject to a net lease, our property
owner subsidiaries have a level of property operating expense responsibility.
Multi-Tenant Properties. Primarily as a result of non-renewals at single-tenant net-lease properties, we have interests in multi-
tenant properties in our consolidated portfolio. While tenants are generally responsible for increases over base year expenses, our
property owner subsidiaries are responsible for the base-year expenses and capital expenditures at these properties.
49
Vacant Properties. To the extent there is a vacancy in a property, our property owner subsidiary would be obligated for all
operating expenses, including real estate taxes and insurance. If a property is vacant for an extended period of time, our property
owner subsidiary may incur substantial capital expenditure costs to re-tenant the property.
Property Expansions. Under certain leases, tenants have the right to expand the facility located on a property in which we have
an interest. In the past our property owner subsidiary has generally funded, and in the future our property owner subsidiary intends
to generally fund, these property expansions with additional secured borrowings, the repayment of which was, and will be, funded
out of rental increases under the leases covering the expanded properties.
Ground Leases. The tenants of properties in which we have an interest generally pay the rental obligations on ground leases
either directly to the fee holder or to our property owner subsidiary as increased rent. However, our property owner subsidiaries are
responsible for these payments under certain leases and at vacant properties.
Environmental Matters. Based upon management's ongoing review of the properties in which we have an interest, management
is not aware of any environmental condition with respect to any of these properties, which would be reasonably likely to have a
material adverse effect on us. There can be no assurance, however, that (1) the discovery of environmental conditions, which were
previously unknown, (2) changes in law, (3) the conduct of tenants or (4) activities relating to properties in the vicinity of the properties
in which we have an interest, will not expose us to material liability in the future. Changes in laws increasing the potential liability
for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in
significant unanticipated expenditures or may otherwise adversely affect the operations of the tenants of properties in which we have
an interest.
Results of Operations
Year ended December 31, 2011 compared with December 31, 2010. The increase in total gross revenues in 2011 of $6.9 million
is attributable to a $5.8 million increase in rental revenue and a $0.2 million increase in tenant reimbursements due to an increase in
acquisitions and leasing activity and an increase of $0.9 million in advisory and incentive fees relating to third-party managed account
return hurdles being met.
The decrease in interest and amortization expense of $11.4 million is primarily due to a decrease in indebtedness.
Depreciation and amortization increased $7.9 million primarily due to the acquisition of real estate properties and the acceleration
of amortization on certain lease intangible assets due to tenant lease terminations.
Non-operating income increased $1.3 million primarily due to interest earned on investments made during 2011 and 2010.
The change in value of our forward equity commitment of $6.9 million was primarily due to the period change in the per share
price of our common shares.
The increase in impairment charges and loan losses was $61.7 million. In 2011, we recognized $68.6 million of impairment
charges on non-core properties, including certain retail, underperforming and multi-tenant properties. We explored the possible
disposition of these properties and determined that the estimated undiscounted future cash flows were below the properties carrying
value. During 2010, we recognized a loan loss of $3.8 million on a loan receivable as the tenant supporting the collateral declared
bankruptcy and announced liquidation proceedings. In addition, we recognized a $3.0 million impairment charge in 2010 on a property
due to operational considerations with respect to the property and a $0.1 million other-than-temporary impairment on a bond
investment.
The change in the benefit (provision) for income taxes of $2.4 million was primarily the result of the write-off of a deferred tax
liability relating to the transfer of certain assets from our wholly-owned taxable REIT subsidiary to the REIT itself in 2011.
The increase in equity in earnings (losses) of non-consolidated entities of $8.6 million is primarily due to $2.2 million earned
from our investment in LW Sofi LLC, $1.3 million earned on a new non-consolidated entity, Pemlex LLC, prior to consolidation
and cash distributions of $4.0 million received from our investments in Concord related entities.
Discontinued operations represents properties sold or held for sale. The total loss from discontinued operations increased $7.2
million due to a decrease in gains on sale of properties of $8.1 million and an increase in debt satisfaction charges, net of $3.5 million,
offset by a decrease in impairment charges of $1.2 million and an increase in income from discontinued operations of $3.3 million.
50
Net loss attributable to noncontrolling interests increased $5.7 million primarily due to an increase in impairment charges incurred
on noncontrolling interest properties.
Net loss attributable to common shareholders increased $45.6 million primarily due to the items discussed above.
The increase in net income or decrease in net loss in future periods will be closely tied to the level of acquisitions made by us.
Without acquisitions, the sources of growth in net income are limited to index adjusted rents (such as the consumer price index),
reduced interest expense on amortizing mortgages and variable rate indebtedness and by controlling other variable overhead costs.
However, there are many factors beyond management's control that could offset these items including, without limitation, increased
interest rates and tenant monetary defaults and the other risks described in this Annual Report.
Year ended December 31, 2010 compared with December 31, 2009. Of the decrease in total gross revenues in 2010 of $10.6
million, $7.9 million is attributable to a decrease in rental revenue and a $1.9 million decrease in tenant reimbursements due to an
increase in vacancy in certain properties during the year ended December 31, 2010 and a decrease in advisory and incentive fees of
$0.7 million.
The decrease in interest and amortization expense of $3.8 million is due to the decrease in indebtedness.
The decrease in property operating expense of $2.9 million is primarily due to a decrease in the operating expenses at certain
multi-tenant properties which had an increase in vacancy resulting in lower costs, and certain tenants taking direct responsibility for
payments of operating costs in which our property owner subsidiaries have an interest.
The decrease in general and administrative expenses of $0.9 million is due primarily to a reduction in professional and service
fees, reduced spending on technology and reduced corporate depreciation, offset by higher personnel costs primarily due to accelerated
amortization of common share option costs.
Non-operating income increased $3.9 million which is primarily due to investments made in 2010.
Debt satisfaction gains, net decreased $16.8 million due to the volume, timing and pricing of the repurchase of our 5.45%
Exchangeable Guaranteed Notes.
The increase in the change in value of our forward equity commitment of $1.7 million was primarily due to the period change
in the per share price of our common shares.
The increase in impairment charges and loan losses of $5.3 million is primarily due to an increase of $2.3 million in loan losses
recognized by lender subsidiaries and a $3.0 million impairment charge on a retail property.
The increase in income of non-consolidated entities of $144.9 million is primarily due to impairment losses recognized on our
investment in Lex-Win Concord in 2009.
Discontinued operations represents properties sold or held for sale. The total discontinued operations loss decreased $48.3 million
due to a decrease in impairment charges of $49.5 million, an increase in gains on sales of properties of $5.5 million and a decrease
in the loss from discontinued operations of $1.8 million, offset by a decrease in debt satisfaction gains, net of $8.5 million.
Net loss attributable to noncontrolling interests increased $3.3 million primarily due to an increase in impairment charges incurred
on noncontrolling interest properties.
Net loss attributable to common shareholders decreased $184.8 million primarily due to the items discussed above and an increase
in preferred dividends of $7.0 million primarily due to the conversion of certain of our Series C Preferred Shares in 2009.
Off-Balance Sheet Arrangements
General. As of December 31, 2011, we had investments in various real estate entities with varying structures. The real estate
investments owned by these entities are generally financed with non-recourse debt. Non-recourse debt is generally defined as debt
whereby the lenders' sole recourse with respect to borrower defaults is limited to the value of the assets collateralized by the debt.
The lender generally does not have recourse against any other assets owned by the borrower or any of the members or partners of
the borrower, except for certain specified exceptions listed in the particular loan documents. These exceptions generally relate to
"bad boy" acts, including breaches of material representations.
51
Net Lease Strategic Assets Fund L.P. NLS is a co-investment program with Inland NLS. NLS was established to acquire single-
tenant net-lease specialty real estate in the United States. Other than the acquisition of the initial 43 properties and a 40% tenant-in-
common interest in a property from us in 2007 and 2008, NLS has not acquired any additional properties.
The partners in NLS are currently entitled to a return on/of each of their respective capital contributions from operations as
follows: (1) Inland NLS, 9% on its common equity ($220.6 million in common equity), (2) us, 10.5% return on our unpaid preferred
equity allocated to properties that were previously sold or refinanced ($115.6 million in unpaid preferred equity) and 6.5% on our
remaining preferred equity ($46.8 million in preferred equity), (3) us, 9% on our common equity ($38.9 million in common equity),
(4) return of our preferred equity ($162.4 million in preferred equity), (5) return of Inland NLS common equity ($220.6 million in
common equity), (6) return of our common equity ($38.9 million in common equity) and (7) any remaining cash flow is allocated
65% to Inland NLS and 35% to us as long as we are the general partners; if not, allocations are 85% to Inland NLS and 15% to us.
In addition, the partners in NLS are currently entitled to a return on/of each of their respective capital contributions from capital
events as follows: (1) return of our unpaid preferred equity allocated to properties that were previously sold or refinanced, (2) Inland
NLS, to the extent of any unpaid 9% return on its common equity, (3) us, to the extent of any unpaid 10.5% and 6.5% return on our
remaining preferred equity, as applicable, (4) return of our preferred equity allocation with respect to the asset(s) involved in the
capital event, (5) us, to the extent of any unpaid 9% return on our common equity, (6) return of Inland NLS common equity, (7)
return of our remaining preferred equity, (8) return of our common equity and (9) any remaining amount is allocated 65% to Inland
NLS and 35% to us as long as we are the general partner; if not, allocations are 85% to Inland NLS and 15% to us.
The NLS partnership agreement provides that (1) either limited partner can exercise the buy/sell right or the right of first offer
after February 20, 2012 and (2) upon one limited partner's exercise of either right, the responding partner may not again trigger the
buy/sell or the right of first offer until the termination of all procedures and timeframes pursuant to the exercising partner's chosen
right.
On February 20, 2012 and February 21, 2012, we delivered notices to Inland NLS exercising the buy/sell right and specifying
a price of $213.0 million, at which we would purchase the assets of NLS, pursuant to a purchase and sale agreement included with
the notice providing for a sale of Inland NLS's interest in NLS to us. The specified price would be distributed in accordance with
the capital events distribution priority set forth in the paragraph describing distributions upon capital events above. Inland NLS must
then elect to either sell its interest in NLS to us or buy our interest in NLS.
On February 21, 2012, Inland NLS delivered a notice to us exercising the right of first offer, which offered to sell 41 of the 43
properties in which NLS has an interest for a price of $548.7 million, including the assumption of any related debt, with closing to
occur prior to August 21, 2012 and on other specified terms. If we do not elect to purchase the offered properties, Inland NLS has
six months from the exercise notice to sell the properties to a bona fide third party. Upon the sale, the specified price would be
distributed in accordance with the capital events distribution priority set forth in the paragraph describing distributions upon capital
events above.
Under both the buy/sell right and the right of first offer, the responding partner has 45 days to respond.
LRA entered into a management agreement with NLS whereby LRA performs asset management services and receives (1) a
management fee of 0.375% of the equity capital, as defined, (2) a property management fee of up to 3.0% of actual gross revenues
from certain assets for which the landlord is obligated to provide property management services (contingent upon the recoverability
of such fees from the tenant under the applicable lease), and (3) an acquisition fee of 0.5% of the gross purchase price of each acquired
asset by NLS.
Concord Debt Holdings LLC and CDH CDO LLC. Concord and CDH CDO are two co-investment programs with Inland Concord
and Winthrop, to acquire and originate loans secured, directly and indirectly, by real estate assets.
Concord initially sought to produce a stable income stream from its investments in loan assets and loan securities by managing
credit risk and interest rate risk. However, the disruption in the capital and credit markets increased margin calls on Concord's
repurchase agreements. Furthermore, the ability to issue CDOs and the availability of new financing has effectively been eliminated,
making the execution of Concord's strategy unfeasible at this time.
Concord began experiencing declines in the fair value of its loan securities in the fourth quarter of 2007 consistent with liquidity
concerns impacting the commercial bond and real estate markets and the overall economy. As a result Concord has recorded significant
other-than-temporary impairment charges.
52
Primarily due to (1) the continued deterioration in the value of Concord's loan and bond portfolio, (2) a margin call received by
Concord and potential additional margin calls, (3) the preferred member's failure to fund a requested Concord capital call, (4) an
increase in Concord borrower defaults, (5) Concord's debt covenant violations and (6) the distressed sale of assets and potential sale
of assets at distressed levels to satisfy margin calls and amendments to lender agreements, we determined during the first half of
2009 that our investment in Concord had suffered a significant decrease in value and that ultimately our investment should be valued
at zero. As a result, we recorded an aggregate of $68.2 million in other-than-temporary impairment charges during 2009. We have
made no additional contributions and we recognize future income from Concord and CDH CDO on the cash basis. Our investment
in these ventures is valued at zero. We are only obligated to fund capital calls for new investments to the extent of management fees
we receive from Concord and CDH CDO.
Contractual Obligations
The following summarizes our principal contractual obligations as of December 31, 2011 ($000's):
Notes payable1
Interest payable - fixed rate
Operating lease obligations2
2012
$ 238,500
89,260
3,573
$ 331,333
2013
$ 320,873
72,461
3,662
$ 396,996
2014
$ 252,699
61,293
3,183
$ 317,175
2015
$ 283,767
42,264
2,982
$ 329,013
2016
$ 131,406
32,264
1,501
$ 165,171
2017 and
Thereafter
446,225
$
28,838
13,130
488,193
$
Total
$ 1,673,470
326,380
28,031
$ 2,027,881
1. Includes balloon payments. Amounts shown exclude debt discounts of $48 (2012), $1,196 (2013) and $9,851 (thereafter) and exclude $5.7 million in
outstanding letters of credit.
2. Includes ground lease payments and office rents. Amounts disclosed do not include rents that adjust to fair market value. In addition certain ground lease
payments due under bond leases allow for a right of offset between the lease obligation and the debt service and accordingly are not included.
In addition, we guarantee certain tenant improvement allowances and lease commissions on behalf of certain property owner
subsidiaries when required by the related tenant or lender.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Our exposure to market risk relates primarily to our variable rate debt and fixed rate debt. As of December 31, 2011 and 2010,
we had no consolidated variable rate indebtedness not subject to an interest rate swap agreement. During 2011 and 2010, our variable
rate indebtedness had a weighted-average interest rate of 3.3% and 3.1%, respectively. Had the weighted-average interest rate been
100 basis points higher, our interest expense for 2011 and 2010 would have been increased by approximately $17 thousand and $0.8
million, respectively. As of December 31, 2011 and 2010, our consolidated fixed rate debt, including discontinued operations, was
approximately $1.7 billion and $1.8 billion, respectively, which represented 100.0% of total long-term indebtedness.
For certain of our financial instruments, fair values are not readily available since there are no active trading markets as
characterized by current exchanges between willing parties. Accordingly, we derive or estimate fair values using various valuation
techniques, such as computing the present value of estimated future cash flows using discount rates commensurate with the risks
involved. However, the determination of estimated cash flows may be subjective and imprecise. Changes in assumptions or estimation
methodologies can have a material effect on these estimated fair values. The following fair values were determined using the interest
rates that we believe our outstanding fixed rate debt would warrant as of December 31, 2011 and are indicative of the interest rate
environment as of December 31, 2011, and do not take into consideration the effects of subsequent interest rate fluctuations.
Accordingly, we estimate that the fair value of our fixed rate debt is $1.5 billion as of December 31, 2011.
Our interest rate risk objectives are to limit the impact of interest rate fluctuations on earnings and cash flows and to lower our
overall borrowing costs. To achieve these objectives, we manage our exposure to fluctuations in market interest rates through the
use of fixed rate debt instruments to the extent that reasonably favorable rates are obtainable with such arrangements. We may enter
into derivative financial instruments such as interest rate swaps or caps to mitigate our interest rate risk on a related financial instrument
or to effectively lock the interest rate on a portion of our variable rate debt. As of the date of filing this Annual Report, we have one
interest rate swap agreement in our consolidated portfolio.
53
Item 8. Financial Statements and Supplementary Data
LEXINGTON REALTY TRUST
AND CONSOLIDATED SUBSIDIARIES
INDEX
Management's Annual Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2011 and 2010
Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
Notes to Consolidated Financial Statements
Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation
Page
55
56
58
59
60
61
64
65
93
54
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for
performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2011. Our system
of internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted
accounting principles. Our system of internal control over financial reporting includes policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of our management and the members of our Board of Trustees; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on our financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance that financial statements are fairly presented in accordance with U.S. generally
accepted accounting principles.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In
assessing the effectiveness of our internal control over financial reporting, management used as guidance the criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based upon the assessment performed, management believes that our internal control over financial reporting is effective as of
December 31, 2011.
Our independent registered public accounting firm, KPMG LLP, independently assessed the effectiveness of our internal
control over financial reporting. KPMG LLP has issued a report which is included on page 57 of this Annual Report.
55
Report of Independent Registered Public Accounting Firm
The Trustees and Shareholders
Lexington Realty Trust:
We have audited the accompanying consolidated balance sheets of Lexington Realty Trust and subsidiaries (the
“Company”) as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in
equity, comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2011.
In connection with our audits of the consolidated financial statements, we also have audited the accompanying financial
statement schedule. These consolidated financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Lexington Realty Trust and subsidiaries as of December 31, 2011 and 2010, and the
results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2011,
in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company's internal control over financial reporting as of December 31, 2011, based on criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated February 28, 2012 expressed an unqualified opinion on the effectiveness
of the Company's internal control over financial reporting.
New York, New York
February 28, 2012
(signed) KPMG LLP
56
Report of Independent Registered Public Accounting Firm
The Trustees and Shareholders
Lexington Realty Trust:
We have audited Lexington Realty Trust's (the “Company's”) internal control over financial reporting as of
December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and trustees of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of the Company as of December 31, 2011 and 2010, and the related consolidated
statements of operations, changes in equity, comprehensive loss, and cash flows for each of the years in the three-year
period ended December 31, 2011 and the related financial statement schedule, and our report dated February 28, 2012
expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.
New York, New York
February 28, 2012
(signed) KPMG LLP
57
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($000, except share and per share data)
As of December 31,
Assets:
Real estate, at cost:
Buildings and building improvements
Land and land estates
Land improvements
Fixtures and equipment
Construction in progress
Investments in real estate under construction
Less: accumulated depreciation and amortization
Property held for sale – discontinued operations
Intangible assets (net of accumulated amortization of $368,349 in 2011 and $374,139 in 2010)
Cash and cash equivalents
Restricted cash
Investment in and advances to non-consolidated entities
Deferred expenses (net of accumulated amortization of $22,708 in 2011 and $22,380 in 2010)
Loans receivable, net
Rent receivable – current
Rent receivable – deferred
Other assets
Total assets
Liabilities and Equity:
Liabilities:
Mortgages and notes payable
Exchangeable notes payable
Convertible notes payable
Trust preferred securities
Dividends payable
Liabilities – discontinued operations
Accounts payable and other liabilities
Accrued interest payable
Deferred revenue - including below market leases (net of accretion of $37,485 in 2011 and $35,969 in
2010)
Prepaid rent
Total liabilities
Commitments and contingencies
Equity:
Preferred shares, par value $0.0001 per share; authorized 100,000,000 shares,
Series B Cumulative Redeemable Preferred, liquidation preference $68,522 and $79,000; 2,740,874
and 3,160,000 shares issued and outstanding in 2011 and 2010, respectively
Series C Cumulative Convertible Preferred, liquidation preference $98,510 and $104,760; and
1,970,200 and 2,095,200 shares issued and outstanding in 2011 and 2010, respectively
Series D Cumulative Redeemable Preferred, liquidation preference $155,000; 6,200,000 shares
issued and outstanding
Common shares, par value $0.0001 per share; authorized 400,000,000 shares, 154,938,351 and
146,552,589 shares issued and outstanding in 2011 and 2010, respectively
Additional paid-in-capital
Accumulated distributions in excess of net income
Accumulated other comprehensive income (loss)
Total shareholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
2011
2010
$
$
$
2,638,626
521,242
797
7,525
4,056
32,829
3,205,075
638,368
2,566,707
—
178,569
63,711
30,657
90,558
43,966
66,619
7,271
—
29,990
3,078,048
1,366,004
62,102
105,149
129,120
25,273
—
53,058
13,019
90,349
12,543
1,856,617
2,789,985
545,236
797
7,525
20,043
11,258
3,374,844
601,239
2,773,605
7,316
203,495
52,644
26,644
72,480
39,912
88,937
7,498
6,293
56,172
3,334,996
1,481,216
61,438
103,211
129,120
23,071
3,876
51,292
13,989
96,490
15,164
1,978,867
66,193
95,706
76,315
101,778
149,774
149,774
15
2,010,850
(1,161,402)
1,938
1,163,074
58,357
1,221,431
3,078,048
$
15
1,937,942
(985,562)
(106)
1,280,156
75,973
1,356,129
3,334,996
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
58
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
($000, except share and per share data)
Years ended December 31,
2011
2010
2009
Gross revenues:
Rental
Advisory and incentive fees
Tenant reimbursements
Total gross revenues
Expense applicable to revenues:
Depreciation and amortization
Property operating
General and administrative
Non-operating income
Interest and amortization expense
Debt satisfaction gains, net
Change in value of forward equity commitment
Impairment charges and loan losses
Loss before benefit (provision) for income taxes, equity in
earnings (losses) of non-consolidated entities and
discontinued operations
Benefit (provision) for income taxes
Equity in earnings (losses) of non-consolidated entities
Loss from continuing operations
Discontinued operations:
Income (loss) from discontinued operations
Provision for income taxes
Debt satisfaction gains (charges), net
Gains on sales of properties
Impairment charges
Total discontinued operations
Net loss
Less net loss attributable to noncontrolling interests
Net loss attributable to Lexington Realty Trust shareholders
Dividends attributable to preferred shares – Series B – 8.05% rate
Dividends attributable to preferred shares – Series C – 6.50% rate
Dividends attributable to preferred shares – Series D – 7.55% rate
Dividends attributable to non-vested common shares
Deemed dividend – Series B
Redemption discount – Series C
Conversion dividend – Series C
Net loss attributable to common shareholders
Loss per common share–basic and diluted:
Loss from continuing operations
Loss from discontinued operations
Net loss attributable to common shareholders
Weighted-average common shares outstanding–basic and diluted
Amounts attributable to common shareholders:
Loss from continuing operations
Loss from discontinued operations
Net loss attributable to common shareholders
$
$
$
$
$
$
$
292,689
2,012
32,213
326,914
$
286,902
1,108
32,038
320,048
(162,284)
(62,361)
(22,211)
13,111
(107,515)
45
2,030
(68,560)
(80,831)
823
30,334
(49,674)
2,882
(54)
(606)
6,557
(48,883)
(40,104)
(89,778)
10,194
(79,584)
(6,149)
(6,655)
(11,703)
(368)
(95)
833
—
(103,721)
(0.42)
(0.26)
(0.68)
152,473,336
(64,099)
(39,622)
(103,721)
$
$
$
$
$
(154,433)
(62,962)
(22,464)
11,832
(118,907)
212
8,906
(6,879)
(24,647)
(1,550)
21,741
(4,456)
(408)
(22)
2,924
14,613
(50,061)
(32,954)
(37,410)
4,450
(32,960)
(6,360)
(6,809)
(11,703)
(264)
—
—
—
(58,096)
(0.26)
(0.18)
(0.44)
130,985,809
(34,098)
(23,998)
(58,096)
$
$
$
$
$
294,812
1,822
33,985
330,619
(153,685)
(65,867)
(23,376)
7,942
(122,715)
17,023
7,182
(1,576)
(4,453)
(2,369)
(123,176)
(129,998)
(2,202)
(87)
11,471
9,134
(99,590)
(81,274)
(211,272)
1,120
(210,152)
(6,360)
(7,218)
(11,703)
(449)
—
—
(6,994)
(242,876)
(1.51)
(0.71)
(2.22)
109,280,955
(164,615)
(78,261)
(242,876)
The accompanying notes are an integral part of these consolidated financial statements.
59
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
($000)
Years ended December 31,
Net loss
Other comprehensive income (loss):
Change in unrealized gain on foreign currency translation, net
Change in unrealized loss on investments in non-consolidated entities and
reclassifications, net
Change in unrealized gain (loss) on interest rate swap, net
Other comprehensive income (loss)
Comprehensive loss
Comprehensive loss attributable to noncontrolling interests
Comprehensive loss attributable to Lexington Realty Trust shareholders
$
2011
2010
$
(89,778)
$
(37,410)
$
2009
(211,272)
—
(740)
(19)
—
2,044
2,044
(87,734)
10,194
(77,540)
$
—
(39)
(779)
(38,189)
4,450
(33,739)
$
26,174
1,815
27,970
(183,302)
1,120
(182,182)
The accompanying notes are an integral part of these consolidated financial statements.
60
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6
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($000)
Years ended December 31,
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
Gains on sales of properties
Debt satisfaction (gains) charges, net
Impairment charges and loan losses
Straight-line rents
Other non-cash (income) charges, net
Equity in (earnings) losses of non-consolidated entities
Distributions of accumulated earnings from non-consolidated entities, net
Deferred taxes, net
Increase (decrease) in accounts payable and other liabilities
Change in rent receivable and prepaid rent, net
Increase (decrease) in accrued interest payable
Other adjustments, net
Net cash provided by operating activities:
Cash flows from investing activities:
Investment in real estate, including intangible assets and capital leases
Net proceeds from sale of properties
Principal payments received on loans receivable
Investment in loans receivable
Investments in and advances to non-consolidated entities, net
Proceeds from sale of interest in non-consolidated entity
Distributions from non-consolidated entities in excess of accumulated earnings
Increase in deferred leasing costs
Change in escrow deposits and restricted cash
Proceeds from the sale of marketable debt securities
Real estate deposits
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Dividends to common and preferred shareholders
Repurchase of exchangeable notes
Proceeds from convertible notes
Principal amortization payments
Principal payments on debt, excluding normal amortization
Change in revolving credit facility borrowing, net
Increase in deferred financing costs
Proceeds of mortgages and notes payable
Proceeds from term loans
Contributions from noncontrolling interests
Cash distributions to noncontrolling interests
Repurchase of preferred shares
Receipts (payments) on forward equity commitment, net
Swap termination costs
Exercise of employee common share options
Issuance of common shares, net
Net cash used in financing activities
Change in cash and cash equivalents
Cash and cash equivalents, at beginning of year
Cash and cash equivalents, at end of year
2011
2010
2009
$
(89,778)
$ (37,410)
$ (211,272)
168,288
(6,557)
311
117,443
(1,763)
(6,364)
(30,334)
11,549
(1,799)
1,589
19,929
(970)
(1,407)
180,137
(127,992)
124,039
46,867
(32,591)
(19,940)
—
5,900
(15,870)
(3,405)
—
(1,821)
(24,813)
(94,861)
—
—
(31,068)
(105,266)
—
(4,214)
15,000
—
2
(5,811)
(15,456)
(2,313)
—
777
98,953
(144,257)
11,067
52,644
63,711
172,301
(14,613)
(3,590)
56,940
862
(7,912)
(21,741)
3,233
489
5,186
12,272
2,921
(4,187)
164,751
(52,324)
80,224
12,480
(40,632)
(11,258)
112
1,356
(5,129)
(8,282)
—
(1,330)
(24,783)
(77,252)
(25,493)
115,000
(33,781)
(331,295)
(7,000)
(5,760)
59,769
—
4,854
(8,356)
—
1,473
—
50
166,602
(141,189)
(1,221)
53,865
52,644
$
185,208
(9,134)
(29,872)
101,166
(240)
(7,192)
123,176
4,707
196
1,175
2,519
(4,605)
3,475
159,307
(45,122)
113,139
12,886
—
4,765
—
16,241
(8,641)
9,248
9,451
—
111,967
(49,642)
(101,006)
—
(39,052)
(264,399)
(18,000)
(5,317)
11,540
165,000
1,756
(3,485)
—
(2,262)
(366)
—
20,026
(285,207)
(13,933)
67,798
53,865
$
$
The accompanying notes are an integral part of these consolidated financial statements.
64
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(1)
The Company
Lexington Realty Trust (together with its consolidated subsidiaries, except when the context only applies to the parent entity,
the “Company”) is a self-managed and self-administered Maryland statutory real estate investment trust (“REIT”) that
acquires, owns and manages a geographically diversified portfolio of predominately net-leased office, industrial and retail
properties. The Company also provides investment advisory and asset management services to investors in the net-lease
area. As of December 31, 2011, the Company had interests in approximately 185 consolidated properties located in 39 states.
As of December 31, 2010, the Company had ownership interests in approximately 195 consolidated properties in 39 states.
A majority of the real properties in which the Company had an interest are generally subject to net leases or similar leases
where the tenant pays all or substantially all of the cost and/or cost increases for real estate taxes, insurance, utilities and
ordinary maintenance of the property. However, certain leases provide that the landlord is responsible for certain operating
expenses.
The Company believes it has qualified as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”).
Accordingly, the Company will not be subject to federal income tax, provided that distributions to its shareholders equal at
least the amount of its REIT taxable income as defined under the Code. The Company is permitted to participate in certain
activities from which it was previously precluded in order to maintain its qualification as a REIT, so long as these activities
are conducted in entities which elect to be treated as taxable REIT subsidiaries (“TRS”) under the Code. As such, the TRS
are subject to federal income taxes on the income from these activities.
The Company conducts its operations either directly or indirectly through (1) property owner subsidiaries and lender
subsidiaries, (2) operating partnerships in which the Company is the sole unit holder of the general partner and the sole unit
holder of the limited partner that holds a majority of the limited partner interests (“OP units”) or (3) Lexington Realty
Advisors, Inc. (“LRA”), a wholly-owned TRS. On December 31, 2010, Net 3 Acquisition L.P. (“Net 3”), a former operating
partnership, merged into the Company and Net 3 ceased to exist for financial reporting purposes. As of December 31, 2011,
the Company controlled two operating partnerships: (1) Lepercq Corporate Income Fund L.P. (“LCIF”) and (2) Lepercq
Corporate Income Fund II L.P. (“LCIF II”). Property owner subsidiaries are landlords under leases for properties in which
the Company has an interest and/or borrowers under loan agreements secured by properties in which the Company has an
interest and lender subsidiaries are lenders under loan agreements where the Company made an investment in a loan asset,
but in all cases are separate and distinct legal entities.
(2)
Summary of Significant Accounting Policies
Basis of Presentation and Consolidation. The Company's consolidated financial statements are prepared on the accrual
basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). The financial statements
reflect the accounts of the Company and its consolidated subsidiaries. The Company consolidates its wholly-owned
subsidiaries, partnerships and joint ventures which it controls (i) through voting rights or similar rights or (ii) by means
other than voting rights if the Company is the primary beneficiary of a variable interest entity ("VIE"). Entities which the
Company does not control and entities which are VIEs in which the Company is not the primary beneficiary are accounted
for under appropriate GAAP.
If an investment is determined to be a VIE, the Company performs an analysis to determine if the Company is the primary
beneficiary of the VIE. GAAP requires a VIE to be consolidated by its primary beneficiary. The primary beneficiary is the
party that has a controlling financial interest in an entity. In order for a party to have a controlling financial interest in an
entity, it must have (1) the power to direct the activities of a VIE that most significantly impact the entity's economic
performance and (2) the obligation to absorb losses of an entity that could potentially be significant to the VIE or the right
to receive benefits from such entity that could potentially be significant to the VIE.
Consolidated Variable Interest Entities. The Company's consolidated VIEs were determined to be VIEs primarily because
each entity's equity holders' obligation to absorb losses is protected or its equity investment at risk is not sufficient to permit
the entities to finance activities without additional financial support. The Company determined that it was the primary
beneficiary of these VIEs because it has a controlling financial interest in the entities.
65
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
The Company determined that a wholly-owned entity which owns an office building in Greenville, South Carolina is a VIE
and is consolidated by the Company as the entity's obligation to absorb losses is protected. The tenant has an option to
purchase the property on December 31, 2014 at fair market value, but not for less than $10,710 and not for greater than
$11,550. If the tenant does not exercise the purchase option, the Company has the right to require the tenant to purchase
the property for $10,710.
Non-Consolidated Variable Interest Entities. At December 31, 2011 and 2010, the Company held variable interests in certain
non-consolidated VIEs; however, the Company was not the primary beneficiary of these VIEs as the Company does not
have a controlling financial interest in the entities. The Company determined that Concord Debt Holdings LLC and related
entities are VIEs. The Company's carrying value of these investments is zero and the Company has no obligation to fund
future operations (see note 9). The Company has certain acquisition commitments and/ or acquisition, development and
construction arrangements with VIEs. The Company is obligated to fund certain amounts as discussed in note 4.
Earnings Per Share. Basic net income (loss) per share is computed by dividing net income (loss) reduced by preferred
dividends and amounts allocated to non-vested share-based payment awards, if applicable, by the weighted-average number
of common shares outstanding during the period. Diluted net income (loss) per share amounts are similarly computed but
include the effect, when dilutive, of in-the-money common share options, OP units and put options of certain convertible
securities.
Use of Estimates. Management has made a number of significant estimates and assumptions relating to the reporting of
assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses
to prepare these consolidated financial statements in conformity with GAAP. These estimates and assumptions are based
on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis
using historical experience and other factors, including the current economic environment. The current economic
environment has increased the degree of uncertainty inherent in these estimates and assumptions. Management adjusts such
estimates when facts and circumstances dictate. The most significant estimates made include the recoverability of accounts
receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, the
determination of VIEs and which entities should be consolidated, the determination of impairment of long-lived assets,
loans receivable and equity method investments, valuation of derivative financial instruments and the useful lives of long-
lived assets. Actual results could differ materially from those estimates.
Fair Value Measurements. The Company follows the guidance in the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("Topic 820"), to
determine the fair value of financial and non-financial instruments. Topic 820 defines fair value, establishes a framework
for measuring fair value in GAAP and expands disclosures about fair value measurements. Topic 820 establishes a fair value
hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels: Level 1 - quoted
prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; Level 2 - observable
prices that are based on inputs not quoted in active markets, but corroborated by market data; and Level 3 - unobservable
inputs, which are used when little or no market data is available. The fair value hierarchy gives the highest priority to Level
1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that
maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as
considering counterparty credit risk.
Revenue Recognition. The Company recognizes lease revenue on a straight-line basis over the term of the lease unless
another systematic and rational basis is more representative of the time pattern in which the use benefit is derived from the
leased property. Renewal options in leases with rental terms that are lower than those in the primary term are excluded from
the calculation of straight-line rent if the renewals are not reasonably assured. If the Company funds tenant improvements
and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements
are substantially completed and possession or control of the space is turned over to the tenant. If the Company determines
that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control
of the space is turned over to the tenant for tenant work to begin. The lease incentive is recorded as a deferred expense and
amortized as a reduction of revenue on a straight-line basis over the respective lease term. The Company recognizes lease
termination fees as rental revenue in the period received and writes off unamortized lease-related intangible and other lease-
related account balances, provided there are no further Company obligations under the lease. Otherwise, such fees and
balances are recognized on a straight-line basis over the remaining obligation period with the termination payments being
recorded as a component of rent receivable-deferred or deferred revenue on the Consolidated Balance Sheets.
66
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Gains on sales of real estate are recognized based upon the specific timing of the sale as measured against various criteria
related to the terms of the transactions and any continuing involvement associated with the properties. If the sales criteria
are not met, the gain is deferred and the finance, installment or cost recovery method, as appropriate, is applied until the
sales criteria are met. To the extent the Company sells a property and retains a partial ownership interest in the property,
the Company recognizes gain to the extent of the third-party ownership interest.
Accounts Receivable. The Company continuously monitors collections from tenants and makes a provision for estimated
losses based upon historical experience and any specific tenant collection issues that the Company has identified. As of
December 31, 2011 and 2010, the Company's allowance for doubtful accounts was not significant.
Purchase Accounting and Acquisition of Real Estate. The fair value of the real estate acquired, which includes the impact
of fair value adjustments for assumed mortgage debt related to property acquisitions, is allocated to the acquired tangible
assets, consisting of land, building and improvements and identified intangible assets and liabilities, consisting of the value
of above-market and below-market leases, other value of in-place leases and value of tenant relationships, based in each
case on their fair values. Acquisition costs are expensed as incurred and are included in property operating expense in the
accompanying Consolidated Statement of Operations. Also, noncontrolling interests acquired are recorded at estimated fair
market value.
The fair value of the tangible assets of an acquired property (which includes land, building and improvements and fixtures
and equipment) is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to
land and building and improvements based on management's determination of relative fair values of these assets. Factors
considered by management in performing these analyses include an estimate of carrying costs during the expected lease-
up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs,
management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during
the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases
including leasing commissions.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-
market lease values are recorded based on the difference between the current in-place lease rent and management's estimate
of current market rents. Below-market lease intangibles are recorded as part of deferred revenue and amortized into rental
revenue over the non-cancelable periods and bargain renewal periods of the respective leases. Above-market leases are
recorded as part of intangible assets and amortized as a direct charge against rental revenue over the non-cancelable portion
of the respective leases.
The aggregate value of other acquired intangible assets, consisting of in-place leases and tenant relationship values, is
measured by the excess of (1) the purchase price paid for a property over (2) the estimated fair value of the property as if
vacant, determined as set forth above. This aggregate value is allocated between in-place lease values and tenant relationship
values based on management's evaluation of the specific characteristics of each tenant's lease. The value of in-place leases
are amortized to expense over the remaining non-cancelable periods and any bargain renewal periods of the respective
leases. The value of tenant relationships are amortized to expense over the applicable lease term plus expected renewal
periods.
Depreciation is determined by the straight-line method over the remaining estimated economic useful lives of the properties.
The Company generally depreciates buildings and building improvements over periods ranging from 8 to 40 years, land
improvements from 15 to 20 years, and fixtures and equipment from 2 to 16 years.
Impairment of Real Estate. The Company evaluates the carrying value of all tangible and intangible real estate assets held
for investment for possible impairment when an event or change in circumstance has occurred that indicates its carrying
value may not be recoverable. The evaluation includes estimating and reviewing anticipated future undiscounted cash flows
to be derived from the asset. If such cash flows are less than the asset's carrying value, an impairment charge is recognized
to the extent by which the asset's carrying value exceeds the estimated fair value, which may be below the balance of any
non-recourse financing. Estimating future cash flows and fair values is highly subjective and such estimates could differ
materially from actual results.
67
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Investments in Non-Consolidated Entities. The Company accounts for its investments in 50% or less owned entities under
the equity method, unless consolidation is required. If the Company's investment in the entity is insignificant and the
Company has no influence over the control of the entity then the entity is accounted for under the cost method.
Impairment of Equity Method Investments. The Company assesses whether there are indicators that the value of its equity
method investments may be impaired. An impairment charge is recognized only if the Company determines that a decline
in the value of the investment below its carrying value is other-than-temporary. The assessment of impairment is highly
subjective and involves the application of significant assumptions and judgments about the Company's intent and ability to
recover its investment given the nature and operations of the underlying investment, including the level of the Company's
involvement therein, among other factors. To the extent an impairment is deemed to be other-than-temporary, the loss is
measured as the excess of the carrying amount of the investment over the estimated fair value of the investment.
Loans Receivable. Loans held for investment are intended to be held to maturity and, accordingly, are carried at cost, net
of unamortized loan origination costs and fees, loan purchase discounts, and net of an allowance for loan losses when such
loan is deemed to be impaired. Loan origination costs and fees and loan purchase discounts are amortized over the term of
the loan. The Company considers a loan impaired when, based upon current information and events, it is probable that it
will be unable to collect all amounts due for both principal and interest according to the contractual terms of the loan
agreement. Significant judgments are required in determining whether impairment has occurred. The Company performs
an impairment analysis by comparing either the present value of expected future cash flows discounted at the loan's effective
interest rate, the loan's observable current market price or the fair value of the underlying collateral to the net carrying value
of the loan, which may result in an allowance and corresponding loan loss charge.
Acquisition, Development and Construction Arrangements. The Company evaluates loans receivable where the Company
participates in residual profits through loan provisions or other contracts to ascertain whether the Company has the same
risks and rewards as an owner or a joint venture partner. Where the Company concludes that such arrangements are more
appropriately treated as an investment in real estate, the Company reflects such loan receivable as an equity investment in
real estate under construction in the Consolidated Balance Sheets. In these cases, no interest income is recorded on the loan
receivable and the Company records capitalized interest during the construction period. In arrangements where the Company
engages a developer to construct a property, the Company will capitalize interest and real estate taxes during the construction
period.
Properties Held For Sale. Assets and liabilities of properties that meet various held for sale criteria, including whether it is
probable that a sale will occur within 12 months, are presented separately in the Consolidated Balance Sheets, with assets
and liabilities being separately stated. The operating results of these properties are reflected as discontinued operations in
the Consolidated Statements of Operations. Properties classified as held for sale are carried at the lower of net carrying
value or estimated fair value less costs to sell. Properties that do not meet the held for sale criteria are accounted for as
operating properties.
Deferred Expenses. Deferred expenses consist primarily of debt and leasing costs. Debt costs are amortized using the straight-
line method, which approximates the interest method, over the terms of the debt instruments and leasing costs are amortized
over the term of the related lease.
Derivative Financial Instruments. The Company accounts for its interest rate swap agreements in accordance with FASB
ASC Topic 815, Derivatives and Hedging ("Topic 815"). In accordance with Topic 815, these agreements are carried on
the balance sheet at their respective fair values, as an asset if fair value is positive, or as a liability if fair value is negative.
The interest rate swap is designated as a cash flow hedge whereby the effective portion of the interest rate swap's change
in fair value is reported as a component of other comprehensive income (loss); the ineffective portion, if any, is recognized
in earnings as an increase or decrease to interest expense.
68
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Upon entering into hedging transactions, the Company documents the relationship between the interest rate swap agreement
and the hedged item. The Company also documents its risk-management policies, including objectives and strategies, as
they relate to its hedging activities. The Company assesses, both at inception of a hedge and on an on-going basis, whether
or not the hedge is highly effective. The Company will discontinue hedge accounting on a prospective basis with changes
in the estimated fair value reflected in earnings when (1) it is determined that the derivative is no longer effective in offsetting
cash flows of a hedged item (including forecasted transactions), (2) it is no longer probable that the forecasted transaction
will occur or (3) it is determined that designating the derivative as an interest rate swap is no longer appropriate. The
Company may utilize interest rate swap and cap agreements to manage interest rate risk and does not anticipate entering
into derivative transactions for speculative trading purposes.
Stock Compensation. The Company maintains an equity participation plan. Non-vested share grants generally vest either
based upon (1) time, (2) performance and/or (3) market conditions. Options granted under the plan in 2010 vest over a five-
year period and expire ten years from the date of grant. Options granted under the plan in 2008 vest upon attainment of
certain market performance measures and expire ten years from the date of grant. All share-based payments to employees,
including grants of employee stock options, are recognized in the Consolidated Statements of Operations based on their
fair values.
Tax Status. The Company has made an election to qualify, and believes it is operating so as to qualify, as a REIT for federal
income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that
distributions to its shareholders equal at least the amount of its REIT taxable income as defined under Sections 856 through
860 of the Code.
The Company is permitted to participate in certain activities from which it was previously precluded in order to maintain
its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable REIT
subsidiaries under the Code. As such, the Company is subject to federal and state income taxes on the income from these
activities.
Income taxes, primarily related to the Company's taxable REIT subsidiaries, are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating
loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the
year in which those temporary differences are expected to be recovered or settled.
Cash and Cash Equivalents. The Company considers all highly liquid instruments with original maturities of three months
or less from the date of purchase to be cash equivalents.
Restricted Cash. Restricted cash is comprised primarily of cash balances held in escrow with lenders.
Foreign Currency. The Company determined that the functional currency of its former foreign operation, which was sold
in 2010, was the respective local currency. As such, assets and liabilities of the Company's former foreign operation was
translated using the period-end exchange rates, and revenues and expenses were translated using the exchange rate as
determined throughout the period. Unrealized gains or losses resulting from translation are included in accumulated other
comprehensive income (loss) and as a separate component of the Company's shareholders' equity.
Environmental Matters. Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations,
an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances at,
on, in or under such property as well as certain other potential costs relating to hazardous or toxic substances. These liabilities
may include government fines, penalties and damages for injuries to persons and adjacent property. Such laws often impose
liability without regard to whether the owner knew of, or was responsible for, the presence or disposal of such substances.
Although most of the tenants of properties in which the Company has an interest are primarily responsible for any
environmental damage and claims related to the leased premises, in the event of the bankruptcy or inability of the tenant
of such premises to satisfy any obligations with respect to such environmental liability, or if the tenant is not responsible,
the Company's property owner subsidiary may be required to satisfy any such obligations, should they exist. In addition,
the property owner subsidiary, as the owner of such a property, may be held directly liable for any such damages or claims
irrespective of the provisions of any lease. As of December 31, 2011, the Company was not aware of any environmental
matter relating to any of its investments that would have a material impact on the consolidated financial statements.
69
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Segment Reporting. The Company operates generally in one industry segment, net-leased real estate assets.
Reclassifications. Certain amounts included in prior years' financial statements have been reclassified to conform to the
current year presentation, including certain statement of operations captions including activities for properties sold during
2011, which are presented as discontinued operations.
(3)
Earnings Per Share
The Company's non-vested share-based payment awards are considered participating securities and as such, the Company
is required to use the two-class method for the computation of basic and diluted earnings per share. Under the two-class
computation method, net losses are not allocated to participating securities unless the holder of the security has a contractual
obligation to share in the losses. The non-vested share-based payment awards are not allocated losses as the awards do not
have a contractual obligation to share in losses of the Company.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations
for each of the years in the three-year period ended December 31, 2011:
BASIC AND DILUTED
Loss from continuing operations attributable to common shareholders
Loss from discontinued operations attributable to common
shareholders
Net loss attributable to common shareholders
Weighted-average number of common shares outstanding
Loss per common share:
Loss from continuing operations
Loss from discontinued operations
Net loss attributable to common shareholders
2011
2010
2009
$
$
(64,099)
$
(34,098)
$
(164,615)
(39,622)
(103,721)
$
(23,998)
(58,096)
$
(78,261)
(242,876)
152,473,336
130,985,809
109,280,955
$
$
(0.42)
(0.26)
(0.68)
$
$
(0.26)
(0.18)
(0.44)
$
$
(1.51)
(0.71)
(2.22)
For per common share amounts, all incremental shares are considered anti-dilutive for periods that have a loss from continuing
operations attributable to common shareholders. In addition, other common share equivalents may be anti-dilutive in certain
periods.
During 2011, the Company repurchased and retired an aggregate of 125,000 shares of Series C Cumulative Convertible
Preferred Stock ("Series C Preferred") at a $833 discount to the historical cost basis. This discount constitutes a deemed
negative dividend, offsetting other dividends, and is accretive to common shareholders. In addition, the Company
repurchased and retired an aggregate of 419,126 shares of Series B Cumulative Redeemable Preferred Stock ("Series B
Preferred") at a $95 premium to historical cost. This premium is treated as a deemed dividend. Accordingly, net loss was
adjusted for these dividends to arrive at net loss attributable to common shareholders for 2011.
During 2009, 503,100 shares of Series C Preferred were converted into 2,955,368 common shares. The difference between
the fair value of the securities transferred in excess of the fair value of the securities issuable pursuant to the original
conversion terms of $6,994 constitutes a deemed dividend, even though the conversion was for equivalent fair values, and
is dilutive to common shareholders. Accordingly, net loss was adjusted to arrive at net loss attributable to common
shareholders for 2009.
70
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(4)
Investments in Real Estate and Real Estate Under Construction
The Company, through property owner subsidiaries, acquired the following operating properties in separate transactions
during 2011:
Property
Type
Location
Acquisition/
Consolidation
Date
Initial Cost
Basis
Lease
Expiration
Land
Building and
Improvements
Lease Intangibles
Above
Market
Lease Value
Lease in-
place Value
Tenant
Relationships
Value
Industrial
Byhalia, MS
May 2011
Office
Office (1)
Industrial (2)
Rock Hill, SC
May 2011
Allen, TX
May 2011
Shelby, NC
June 2011
Office
Columbus, OH
July 2011
Industrial
Office (3)
Chillicothe, OH
October 2011
Aurora, IL
October 2011
$
$
$
$
$
$
$
27,492
03/2026
7,395
08/2021
36,304
03/2018
23,470
05/2031
6,137
07/2027
12,110
06/2026
15,300
09/2017
$
$
$
$
$
$
$
1,005
551
5,591
1,421
433
736
3,063
$ 128,208
$ 12,800
$
$
$
$
$
$
$
$
21,483
4,313
21,607
18,917
2,773
9,021
5,943
84,057
$
$
$
$
$
$
$
$
—
—
—
—
—
—
1,272
1,272
$
$
$
$
$
$
$
$
4,097
1,853
5,127
2,712
2,205
1,859
3,616
21,469
$
$
$
$
$
$
$
$
907
678
3,979
420
726
494
1,406
8,610
Weighted-average life of intangible assets (years)
6.0
11.8
9.7
(1) The Company acquired the property from Net Lease Strategic Assets Fund L.P. pursuant to a purchase option.
(2) The Company funded the construction of the property commencing in 2010.
(3) Obtained control of joint venture investment (see note 9).
In addition, during 2011, the Company deposited $1,700 and posted a $1,600 letter of credit toward the purchase of a $17,558
to-be-built 80,000 square foot office property in Eugene, Oregon. Substantial completion of the property is expected to
occur in the first quarter of 2013 although there can be no assurance that the acquisition will be consummated.
During 2010, the Company, through a property owner subsidiary, acquired an office property for $16,650. The property is
located in Columbus, Ohio and is net-leased for 16 years. In addition in 2010, the Company, through a property owner
subsidiary, purchased a parcel and parking lot adjacent to a property in which the Company has an interest in a sale/leaseback
transaction with an existing tenant, Nevada Power Company, for $3,275. One of the Company's property owner subsidiaries
financed the purchase of the parking lot with a $2,450 non-recourse mortgage note that matures in September 2014 and
bears interest at 7.5%. In connection with the transaction, the Nevada Power Company's lease on the existing property was
extended from January 2014 to January 2029.
The Company recognized aggregate acquisition expenses of $432 and $164 in 2011 and 2010, respectively, which are
included in property operating expenses within the Company's Consolidated Statements of Operations. As of December 31,
2011 and 2010, the components of intangible assets, are as follows:
In-place lease values
Tenant relationship values
Above-market leases
2011
2010
$
$
327,589
$
152,390
66,939
546,918
$
335,152
156,495
85,987
577,634
The estimated amortization of the above intangibles for the next five years is $37,925 in 2012, $27,862 in 2013, $22,406
in 2014, $16,819 in 2015 and $14,468 in 2016.
Below-market leases, net of accretion, which are included in deferred revenue, are $78,806 and $94,677, respectively as of
December 31, 2011 and 2010. The estimated accretion for the next five years is $7,134 in 2012, $6,696 in 2013, $5,734 in
2014, $4,671 in 2015 and $3,693 in 2016.
71
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
During 2011, the Company, through lender subsidiaries and property owner subsidiaries, entered into three acquisition,
development and construction arrangements whereby the lender subsidiaries agreed to lend funds to construct build-to-suit
properties and the property owner subsidiaries agreed to purchase the properties upon completion of construction and
commencement of a tenant lease. When the Company anticipates that it will indirectly participate in residual profits through
the loan provisions and other contracts, the Company records the loan as an investment in real estate under construction.
In addition, the Company hired developers to construct two office buildings and formed a joint venture with a developer
to construct an industrial facility, which will be leased to single-tenants upon completion. As of December 31, 2011, the
Company had the following development arrangements outstanding:
Location
Saint Joseph, MO(1)
Huntington, WV(1)(3)
Shreveport, LA(1)
Property
Type
Office
Office
Square Feet
99,000
70,000
Industrial
257,000
Florence, SC
Long Island City, NY(2)
Jessup, PA
Office
Industrial
Office
32,000
143,000
150,000
751,000
$
$
$
$
$
$
$
Expected
Maximum
Commitment/
Contribution
Estimated
Purchase Price/
Completion Cost
Lease Term
(Years)
Estimated
Completion Date
17,991
11,826
2,520
5,128
46,728
20,780
104,973
$
$
$
$
$
$
$
17,991
12,600
13,064
5,128
55,524
20,780
125,087
15
15
10
12
15
15
2Q 12
1Q 12
2Q 12
1Q 12
1Q 13
2Q 12
(1) Acquisition, development and construction arrangement.
(2) Joint venture investment. The Company has guaranteed completion to the ground owner. The guarantee obligation was valued at $1,500 and is
included in accounts payable and other liabilities in the Consolidated Balance Sheet. In addition, the Company may loan a maximum of $4,398 to
the joint venture under certain circumstances. The difference between the Company's expected contribution and the estimated completion cost
represents the joint venture partner's equity.
(3) Property acquired in January 2012.
The Company has variable interests in certain developer entities constructing the facilities but is not the primary beneficiary
of the entities as the Company does not have a controlling financial interest. As of December 31, 2011, the Company's
aggregate investment in development arrangements is $32,829, which includes $619 of interest capitalized during 2011,
and is presented as investments in real estate under construction in the accompanying Consolidated Balance Sheets.
(5)
Sales of Real Estate and Discontinued Operations
The Company sold its interests in 17 properties in 2011, 13 properties in 2010 and 18 properties in 2009, three of which
were transferred to lenders or disposed of through bankruptcy. For the years ended December 31, 2011, 2010 and 2009,
these sales generated aggregate net proceeds of $124,039, $80,224 and $108,475, respectively, which resulted in gains on
sales of $6,557, $14,613 and $9,134, respectively. For the years ended December 31, 2011, 2010 and 2009, the Company
recognized net debt satisfaction gains (charges) relating to these properties of $(606), $2,924 and $11,471, respectively.
These gains (charges) are included in discontinued operations.
At December 31, 2011, the Company had no properties classified as held for sale and two properties classified as held for
sale at December 31, 2010.
The following presents the operating results for the properties sold and held for sale during the years ended December 31,
2011, 2010 and 2009:
Total gross revenues
Pre-tax net loss, including gains on sales
72
Year Ending December 31,
2011
2010
2009
$
$
9,630
(40,050)
$
$
31,874
(32,932)
$
$
58,687
(81,187)
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
In 2009, the Company, through a property owner subsidiary, received gross proceeds of $4,750 in a sale-leaseback transaction
of land in Palm Beach Gardens, Florida. The Company is leasing back the land for 30 years and has an option to purchase
the land in June 2014 and June 2015. The Company has not recognized a gain on the transaction as the Company is considered
to have continued involvement in the property due to the purchase option.
During 2009, the Company conveyed its interest in three properties to lenders in full satisfaction of the related aggregate
$38,022 non-recourse mortgage notes payable.
(6)
Impairment of Real Estate Investments
The Company assesses on a regular basis whether there are any indicators that the carrying value of real estate assets may
be impaired. Potential indicators may include an increase in vacancy at a property, tenant reduction in utilization of a
property, tenant financial instability and the potential sale of the property in the near future. An asset is determined to be
impaired if the asset's carrying value is in excess of its estimated fair value.
During 2011 and 2010, the Company recognized aggregate impairment charges of $68,560 and $2,955, respectively, on
real estate assets classified in continuing operations. Of the $68,560 in impairment charges recognized in 2011, $29,022
relates to properties in which there are noncontrolling ownership interests. Accordingly, the noncontrolling partners' share
of these impairments is $12,495 and is reflected in net loss attributable to noncontrolling interests in the Consolidated
Statement of Operations. The Company has explored the possible disposition of some non-core properties, including retail,
underperforming and multi-tenant properties and determined that the expected undiscounted cash flows based upon revised
estimated holding periods of certain of these properties were below the current carrying values. Accordingly, the Company
reduced the carrying value of these properties to their estimated fair values. Three of these properties have outstanding non-
recourse mortgage debt, net of lender escrows, of $27,273. The properties were written down to the estimated aggregate
fair value of $19,558, which is $7,715 less than the corresponding non-recourse mortgages encumbering the properties.
During 2011, 2010 and 2009, the Company recognized $48,883, $50,061 and $99,590, respectively, of impairment charges
in discontinued operations, relating to real estate assets that were ultimately disposed of below their carrying value.
During 2010, the Company recognized an other-than-temporary impairment of $168 on a bond investment secured by real
estate assets. The Company sold investments in debt securities in 2009 for $9,451 and realized a loss $491.
(7)
Loans Receivable
As of December 31, 2011 and 2010, the Company's loans receivable, including accrued interest and net of origination fees
and loan losses, are comprised primarily of first and second mortgage loans and mezzanine loans on real estate aggregating
$66,619 and $88,937, respectively. The loans bear interest, including imputed interest, at rates ranging from 4.6% to 16.0%
and mature at various dates between 2012 and 2022.
In the second quarter of 2011, the Company, through a lender subsidiary, made a $10,000 mezzanine loan secured by a
100% pledge of all equity interests in the entities which own two, to-be-constructed distribution facilities. The loan was
scheduled to mature in June 2013 and had an interest rate of 15.0% for the first year and 18.5% for the second year. The
loan, along with all accrued interest and yield maintenance premium, was fully satisfied in November 2011.
During the first quarter of 2011, the Company, through a lender subsidiary, loaned $3,003 to the buyer in connection with
the sale for $3,650 of a vacant industrial property. The loan is secured by the property, bears interest at 7.8% and matures
in January 2013.
During 2011 and 2010, the Company, through a lender subsidiary, made a mortgage loan to an entity which owns an office
building in Schaumburg, Illinois, which had an outstanding balance of $21,515 at December 31, 2011 and bore interest at
15%. This mortgage loan had a maturity date of January 15, 2012 but could have been extended one additional year by the
borrower for a 50 basis point fee. The property is net-leased from January 1, 2011 through December 31, 2022 for an average
annual rent of $3,968. The lender subsidiary may be obligated to lend an additional $12,199 for tenant improvement costs.
Subsequent to December 31, 2011, the borrower defaulted on the loan. The Company believes the office building has an
estimated fair value in excess of the Company's investment and the Company has initiated foreclosure proceedings.
73
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
During 2010, the Company, through a lender subsidiary, made a $17,000 loan to entities which, collectively, owned five
medical facilities. The loan (i) was guaranteed by a parent entity and principal, (ii) was principally secured by either ownership
pledges for, second mortgage liens or mortgage liens against the medical facilities, (iii) matured in December 2011 and (iv)
requires payments of interest only at a rate of 14.0% through February 2011 and 16.0% thereafter. The lender subsidiary
received aggregate prepayments of $7,500 in December 2010 and February 2011, and the remaining $9,500 in December
2011.
The Company has two types of financing receivables: loans receivable and a capitalized financing lease. The Company
determined that its financing receivables operate within one portfolio segment as they are both within the same industry
and use the same impairment methodology. The Company's loans receivable are secured by commercial real estate assets
and the capitalized financing lease is for a commercial office property located in Greenville, South Carolina. In addition,
the Company assesses all financing receivables for impairment, when warranted, based on an individual analysis of each
receivable.
The Company's financing receivables operate within one class of financing receivables as these assets are collateralized by
commercial real estate and similar metrics are used to monitor the risk and performance of these assets. The Company's
management uses credit quality indicators to monitor financing receivables such as quality of collateral, the underlying
tenant's credit rating and collection experience. As of December 31, 2011, the financing receivables were performing as
anticipated and there were no significant delinquent amounts outstanding.
During 2010, the Company recorded a loan loss of $3,756 on a loan receivable secured by the property in Wilsonville,
Oregon. In October 2010, the Company entered into a loan modification agreement with the borrower. In accordance with
the terms of the modification agreement, in addition to other provisions, monthly payments were adjusted to interest only
through maturity, the maturity was accelerated from July 2015 to December 2012 and the Company agreed to a discounted
payoff prior to maturity. During 2011, the borrower defaulted on the loan and the Company completed a deed-in-lieu of
foreclosure; accordingly the property is now included in real estate in the accompanying Consolidated Balance Sheet as of
December 31, 2011.
During 2009, the Company agreed to the discounted payoff of two loans receivable with an aggregate carrying value of
$4,950. The Company wrote the loans receivable down to the aggregate agreed-upon discounted payoff amount of $3,865,
which approximated fair value and recognized a loan loss reserve of $1,085 during 2009.
(8)
Fair Value Measurements
The following tables present the Company's assets and liabilities from continuing operations measured at fair value on a
recurring basis as of December 31, 2011 and 2010 and non-recurring basis during the year ended December 31, 2011 and
2010, aggregated by the level in the fair value hierarchy within which those measurements fall:
Description
2011
(Level 1)
(Level 2)
(Level 3)
Interest rate swap liability
Impaired real estate assets*
$
$
(3,236)
133,220
$
$
—
—
$
$
(3,236)
—
$
$
—
133,220
Fair Value Measurements Using
*Represents a non-recurring fair value measurement.
Description
2010
(Level 1)
(Level 2)
(Level 3)
Fair Value Measurements Using
Forward purchase equity asset
Interest rate swap liability
Impaired real estate assets*
Impaired loan receivable*
$
$
$
$
27,574
(5,280)
235
6,860
$
$
$
$
—
—
—
—
$
$
$
$
27,574
(5,280)
—
—
$
$
$
$
—
—
235
6,860
*Represents a non-recurring fair value measurement.
74
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
The table below sets forth the carrying amounts and estimated fair values of the Company's financial instruments as of
December 31, 2011 and 2010:
Assets
Loans Receivable
Liabilities
Debt
As of December 31, 2011
As of December 31, 2010
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
$
66,619
$
54,179
$
88,937
$
75,868
$ 1,662,375
$ 1,533,205
$ 1,774,985
$ 1,614,626
The Company has determined that the forward purchase equity asset should fall within Level 2 of the fair value hierarchy
as its value is based not only on the value of the Company's common share price but also on other observable inputs.
The majority of the inputs used to value the Company's interest rate swap liability fall within Level 2 of the fair value
hierarchy, such as observable market interest rate curves; however, the credit valuation associated with the interest rate
swap liability utilizes Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the
Company and its counterparties. As of December 31, 2011 and December 31, 2010, the Company determined that the credit
valuation adjustment relative to the overall interest rate swap liability is not significant. As a result, the entire interest rate
swap liability has been classified in Level 2 of the fair value hierarchy.
The Company estimates the fair value of its real estate assets by using income and market valuation techniques. The Company
may estimate fair values using market information such as broker opinions of value, recent sales data for similar assets or
discounted cash flow models, which primarily rely on Level 3 inputs. The cash flow models include estimated cash inflows
and outflows over a specified holding period. These cash flows may include contractual rental revenues, projected future
rental revenues and expenses and forecasted tenant improvements and lease commissions based upon market conditions
determined through discussion with local real estate professionals, experience the Company has with its other owned
properties in such markets and expectations for growth. Capitalization rates and discount rates utilized in these models are
estimated by management based upon rates that management believes to be within a reasonable range of current market
rates for the respective properties based upon an analysis of factors such as property and tenant quality, geographical location
and local supply and demand observations. To the extent the Company under estimates forecasted cash outflows (tenant
improvements, lease commissions and operating costs) or over estimates forecasted cash inflows (rental revenue rates), the
estimated fair value of its real estate assets could be overstated.
The Company estimates the fair values of its loans receivable by using an estimated discounted cash flow analysis consisting
of scheduled cash flows and discount rate estimates to approximate those that a willing buyer and seller might use and/or
the estimated value of the underlying collateral. The fair value of the Company's debt is estimated by using a discounted
cash flow analysis, based upon estimates of market interest rates.
Fair values cannot be determined with precision, may not be substantiated by comparison to quoted prices in active markets
and may not be realized upon sale. Additionally, there are inherent uncertainties in any fair value measurement technique,
and changes in the underlying assumptions used, including discount rates, liquidity risks and estimates of future cash flows,
could significantly affect the fair value measurement amounts.
Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable. The Company estimates that the fair value
of cash equivalents, restricted cash, accounts receivable and accounts payable approximates carrying value due to the
relatively short maturity of the instruments.
75
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(9)
Investment in and Advances to Non-Consolidated Entities
Pemlex LLC. In April 2011, the Company made a $14,180 noncontrolling, preferred equity investment in a joint venture,
Pemlex LLC, formed to acquire a 210,000 square foot office property in Aurora, Illinois. The property was purchased by
a consolidated subsidiary of the joint venture for a gross purchase price of $15,900. The property is net-leased to a single
tenant through September 2017. The Company is entitled to a 15.0% internal rate of return, including a 9.6% current annual
preferred return, on its investment, subject to available cash proceeds.
At acquisition, the Company determined that Pemlex LLC was not a VIE. The Company recorded its investment under the
equity method of accounting as it was not the controlling managing member of the entity. During 2011, the Company
recognized $1,344 equity in income from non-consolidated entities relating to its share of income from Pemlex LLC based
upon the hypothetical liquidation of book value method. The Company commenced consolidation of Pemlex LLC in October
2011, as the Company became the managing member of Pemlex LLC.
Net Lease Strategic Assets Fund L.P. (“NLS”). NLS is a co-investment program with a subsidiary of Inland American Real
Estate Trust, Inc. (“Inland”). NLS was established to acquire single-tenant net-lease specialty real estate in the United States.
Inland and the Company own 85% and 15%, respectively, of NLS's common equity, and the Company owns 100% of NLS's
preferred equity.
Inland and the Company are currently entitled to a return on/of their respective capital contributions from operations in the
following priority: (1) Inland, 9% on its common equity ($220,590 in common equity), (2) the Company, 10.5% on its
unpaid preferred equity allocated to properties that were previously sold or refinanced ($115,579 in unpaid preferred equity)
and 6.5% on its remaining preferred equity ($46,786 in remaining preferred equity), (3) the Company, 9% on its common
equity ($38,928 in common equity), (4) return of the Company preferred equity ($162,365 in preferred equity), (5) return
of Inland common equity ($220,590 in common equity), (6) return of the Company common equity ($38,928 in common
equity) and (7) any remaining cash flow is allocated 65% to Inland and 35% to the Company as long as the Company is the
general partner; and if not, allocations are 85% to Inland and 15% to the Company.
In addition, the partners in NLS are currently entitled to a return on/of each of their respective capital contributions from
capital events as follows: (1) return of the Company's unpaid preferred equity allocated to properties that were previously
sold or refinanced, (2) Inland to the extent of any unpaid 9% return on its common equity, (3) the Company, to the extent
of any unpaid 10.5% and 6.5% return on its remaining preferred equity, as applicable, (4) return of the Company's preferred
equity allocation with respect to the asset(s) involved in the capital event, (5) the Company, to the extent of any unpaid 9%
return on its common equity, (6) return of Inland common equity, (7) return of the Company's remaining preferred equity,
(8) return of the Company's common equity and (9) any remaining amount is allocated 65% to Inland and 35% to the
Company as long as the Company is the general partner; and if not, allocations are 85% to Inland and 15% to the Company.
LRA has entered into a management agreement with NLS, whereby LRA will receive (1) a management fee of 0.375% of
the equity capital, (2) a property management fee of up to 3.0% of actual gross revenues from certain assets for which the
landlord is obligated to provide property management services (contingent upon the recoverability of such fees from the
tenant under the applicable lease) and (3) an acquisition fee of 0.5% of the gross purchase price of each acquired asset by
NLS.
During 2011, 2010 and 2009, the Company recognized $21,572, $19,468 and $12,364, respectively, of equity in income
relating to NLS based upon the hypothetical liquidation of book value method. The initial difference between the assets
contributed to NLS and the fair value of the Company's initial equity investment in NLS is $94,723 and is accreted into
income over the estimated useful lives of NLS's assets. During 2011, 2010 and 2009, the Company recorded earnings of
$3,599, $3,636 and $3,636, respectively, related to this difference, which is included in equity in earnings of non-consolidated
entities on the accompanying Consolidated Statements of Operations.
The NLS partnership agreement provides that (1) either limited partner can exercise the buy/sell right or the right of first
offer after February 20, 2012 and (2) upon one limited partner's exercise of either right, the responding partner may not
again trigger the buy/sell right or the right of first offer until the termination of all procedures and timeframes pursuant to
the exercising partner's chosen right.
76
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
On February 20, 2012 and February 21, 2012, the Company delivered notices to Inland exercising the buy/sell right and
specifying a price of $213,014, at which the Company would purchase the assets of NLS, pursuant to a purchase and sale
agreement included with the notice providing for a sale of Inland's interest in NLS to the Company. The specified price
would be distributed in accordance with the capital events distribution priority set forth in the paragraph describing
distributions upon capital events above. Inland must elect to either sell its interest in NLS to the Company or buy the
Company's interest in NLS.
On February 21, 2012, Inland delivered a notice to the Company exercising the right of first offer, which offered to sell 41
of the 43 properties in which NLS has an interest for a price of $548,706, including the assumption of any related debt, with
closing to occur prior to August 21, 2012 and on other specified terms. If the Company does not elect to purchase the offered
properties, Inland has six months from the exercise notice to sell the properties to a bona fide third party. Upon the sale, the
specified price would be distributed in accordance with the capital events distribution priority set forth in the paragraph
describing distributions upon capital events above.
Under both the buy/sell right and the right of first offer, the responding partner has 45 days to respond.
On May 5, 2011, the Company made a $6,875 non-recourse mezzanine loan to NLS that bore interest at 15% per annum,
matured in March 2018 and was secured by NLS's interest in Lexington Allen Manager LLC and Lexington Allen L.P. (the
entities that own the Allen, Texas property). On May 31, 2011, the Company exercised a related purchase option and
acquired the Allen, Texas property through the assumption of the $30,582 first mortgage and $6,875 mezzanine loan secured
by the property. The $30,582 first mortgage was subsequently satisfied.
In May 2011, the Company loaned, at a 7.4% interest rate, a NLS entity $13,202 to satisfy a non-recourse mortgage balloon
payment. The Company loaned a NLS entity $7,614 during 2010 to satisfy a non-recourse mortgage balloon payment. The
loan bore interest at 6.9%. Both of these loans were repaid in full in July 2011.
Concord Debt Holdings LLC (“Concord”), Lex-Win Concord LLC (“Lex-Win Concord”), CDH CDO LLC and LW Sofi
LLC. On December 31, 2006 in connection with the Company's merger with Newkirk Realty Trust, Inc. (“Newkirk”), the
Company acquired a 50% interest in a co-investment program, Concord, which owns bonds and loans secured, directly and
indirectly, by real estate assets. The other 50% interest in Concord was held by WRT Realty L.P. (“Winthrop”). The Company
and Winthrop each contributed its interest in Concord to Lex-Win Concord. During 2008, a wholly-owned subsidiary of
Inland America Real Estate Trust (“Inland Concord”) was admitted to Concord as a preferred member. During 2009, the
Company reduced its investment in Lex-Win Concord to zero through impairment charges.
During 2010, Concord was restructured upon the effectiveness of a settlement agreement with Inland Concord. As a result
of the restructuring (i) Lex-Win Concord was dissolved, (ii) Concord is now owned equally by subsidiaries of the Company,
Winthrop and Inland Concord and (iii) a new entity, CDH CDO LLC (“CDH CDO”), was created. The new entity purchased
Concord Real Estate CDO 2006-1 LTD from Concord with funds contributed by Inland Concord. CDH CDO is also owned
equally by subsidiaries of the Company, Winthrop and Inland Concord. The Company made no additional contributions
and did not recognize any income or loss as a result of the restructuring. The Company's investment in these ventures was
initially valued at zero and the Company recognizes future income on the cash basis. During 2011, the Company received
distributions of $258 from Lex-Win Concord, $3,596 from Concord and $100 from CDH CDO, which were recorded as
equity in earnings of non-consolidated entities.
In June 2011, the Company formed an equally owned joint venture with Winthrop, LW Sofi LLC, to acquire the economic
interest in a mezzanine loan owned by Concord. The Company recorded the $5,760 contribution to the joint venture in
investments in and advances to non-consolidated entities. In November 2011, the Company received $7,937 upon full
satisfaction of the mezzanine loan and dissolution of the joint venture.
The Company determined that Concord, CDH CDO and LW Sofi LLC are VIEs as the equity at risk is not sufficient to
finance the entity's activities; however, the Company is not the primary beneficiary as it does not have a controlling financial
interest in these entities.
77
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Other. During the first quarter of 2011, the Company recognized an other-than-temporary impairment charge on a non-
consolidated joint venture acquired in the merger with Newkirk due to a change in the Company's estimate of net proceeds
to be received upon liquidation of the joint venture. Accordingly, the Company recognized a $1,559 impairment charge in
equity in earnings of non-consolidated entities and reduced the carrying value of the investment to $719.
During 2009, the Company recognized a gain of $2,000 on the sale of an office building in Columbia, South Carolina, in
which the Company held a 40% limited partnership interest. The Company's share of net proceeds from the sale was $12,513.
In addition, the Company sold its interest in a hotel joint venture for $60 and incurred an impairment charge of $6,480
during 2009. The Company's remaining equity method investments consist of interests in five partnerships with ownership
percentages ranging between 27% and 35%, which own primarily net-leased properties. All profits, losses and cash flows
are distributed in accordance with the respective partnership agreements. The partnerships are encumbered by $21,563 in
mortgage debt (the Company's proportionate share is $6,468 with interest rates ranging from 9.4% to 11.5% with a weighted-
average rate of 9.9% and maturity dates ranging from 2012 to 2016.
LRA earns advisory fees from certain of these non-consolidated entities, including NLS, for services related to acquisitions,
asset management and debt placement. Advisory fees earned from these non-consolidated investments were $804, $967
and $1,140 for the years ended December 31, 2011, 2010 and 2009, respectively.
(10) Mortgages and Notes Payable
The Company had outstanding mortgages and notes payable of $1,366,004 and $1,481,216 as of December 31, 2011 and
2010, respectively, excluding discontinued operations. Interest rates, including imputed rates on mortgages and notes
payable, ranged from 3.6% to 7.8% at December 31, 2011 and the mortgages and notes payable mature between 2012 and
2021. Interest rates, including imputed rates, ranged from 3.6% to 7.8% at December 31, 2010. The weighted-average
interest rate at December 31, 2011 and 2010 was approximately 5.7% and 5.8%, respectively.
On January 28, 2011, the Company refinanced its secured revolving credit facility with a $300,000 secured revolving credit
facility with KeyBank N.A. (“KeyBank”), as agent. The $300,000 secured revolving credit facility bore interest at 2.50%
plus LIBOR if the Company's leverage ratio, as defined, was less than 50%, 2.85% plus LIBOR if the Company's leverage
ratio was between 50% and 60%, and 3.10% plus LIBOR if the Company's leverage ratio exceeded 60%. The new secured
revolving credit facility matured in January 2014 but could be extended to January 2015, at the Company's option subject
to the satisfaction of certain conditions. The secured revolving credit facility was secured by ownership interest pledges
and guarantees by certain of the Company's subsidiaries that in the aggregate own interests in a borrowing base of properties.
With the consent of the lenders, the Company could increase the size of the secured revolving credit facility by $225,000
(for a total facility size of $525,000). The borrowing availability of the secured revolving credit facility was based upon the
net operating income of the properties comprising the borrowing base as defined in the secured revolving credit facility. As
of December 31, 2011, no amounts were outstanding under the secured revolving credit facility and the available borrowing
under the secured revolving credit facility was $300,000 less outstanding letters of credit of $5,682. In connection with the
refinancing, the Company incurred aggregate financing costs of $3,941 as of December 31, 2011. The secured revolving
credit facility was subject to financial covenants which the Company was in compliance with at December 31, 2011. The
secured revolving credit facility was refinanced in January 2012 (see note 22).
The Company had $25,000 and $35,551 secured term loans with KeyBank. The loans were interest only at LIBOR plus 60
basis points and matured in 2013. These secured term loans contained financial covenants which the Company was in
compliance with as of December 31, 2011. Pursuant to the secured term loan agreements, the Company simultaneously
entered into an interest-rate swap agreement with KeyBank to swap the LIBOR rate on the loans for a fixed rate of 4.92%
through March 18, 2013, and the Company assumed a liability for the fair value of the swap at inception of approximately
$5,696 ($3,236 and $5,280 at 2011 and 2010, respectively). The fair value of the swap at inception was accounted for as a
discount on the debt and was being amortized as additional interest expense over the term of the loans. The remaining
unamortized discount was $1,196 and $2,183 at December 31, 2011 and 2010, respectively. The Company satisfied the
secured term loans and interest-rate swap in January 2012 (see note 22).
Included in the Consolidated Statements of Operations, the Company recognized debt satisfaction gains (charges), net,
excluding discontinued operations, of $45, $972 and $(332) for the years ended December 31, 2011, 2010 and 2009,
respectively, due to the satisfaction of mortgages and notes payable other than those disclosed elsewhere in these financial
statements.
78
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Mortgages payable and secured loans are generally collateralized by real estate and the related leases. Certain mortgages
payable have yield maintenance or defeasance requirements relating to any prepayments. In addition, certain mortgages are
cross-collateralized and cross-defaulted.
Scheduled principal and balloon payments for mortgages and notes payable for the next five years and thereafter are as
follows:
Year ending
December 31,
2012
2013
2014
2015
2016
Thereafter
Debt discount
Total
176,350
320,873
252,699
283,767
131,406
202,105
1,367,200
(1,196)
1,366,004
$
$
(11)
Convertible Notes, Exchangeable Notes and Trust Preferred Securities
During 2010, the Company issued $115,000 aggregate principal amount of 6.00% Convertible Guaranteed Notes. The
notes pay interest semi-annually in arrears and mature in January 2030. The holders of the notes may require the Company
to repurchase their notes in January 2017, January 2020 and January 2025 for cash equal to 100% of the notes to be
repurchased, plus any accrued and unpaid interest. The Company may not redeem any notes prior to January 2017, except
to preserve its REIT status. As of the date of filing this Annual Report, the notes have a conversion rate of 142.6917
common shares per one thousand principal amount of the notes, representing a conversion price of approximately $7.01
per common share. The conversion rate is subject to adjustment under certain circumstances, including increases in the
Company's dividend rate above a certain threshold and the issuance of stock dividends. The notes are convertible by the
holders under certain circumstances for cash, common shares or a combination of cash and common shares at the
Company's election. The notes are convertible prior to the close of business on the second business day immediately
preceding the stated maturity date, at any time beginning in January 2029 and also upon the occurrence of specified
events.
During 2007, the Company issued an aggregate $450,000 of 5.45% Exchangeable Guaranteed Notes due in 2027. These
notes could be put to the Company commencing in 2012 and every five years thereafter through maturity. The notes were
exchangeable by the holders into common shares at $19.49 per share, subject to adjustment upon certain events, including
increases in the Company's rate of dividends above a certain threshold and the issuance of stock dividends. Upon exchange,
the holders of the notes would receive (1) cash equal to the principal amount of the note and (2) to the extent the conversion
value exceeded the principal amount of the note, either cash or common shares at the Company's option. During 2010
and 2009, the Company repurchased and retired $25,500 and $123,350, respectively, original principal amount of the
notes for cash payments of $25,493 and $101,006, respectively. This resulted in debt satisfaction gains (charges), net of
($760) and $17,355, respectively, including write-offs of $768 and $4,989, respectively, of the debt discount and deferred
financing costs (see note 22).
79
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Below is a summary of additional disclosures related to the 6.00% Convertible Guaranteed Notes and the 5.45%
Exchangeable Guaranteed Notes.
Balance Sheets:
Principal amount of debt component
Unamortized discount
Carrying amount of debt component
Carrying amount of equity component
Effective interest rate
Period through which discount is being amortized,
put date
Aggregate if-converted value in excess of
aggregate principal amount
Statements of Operations:
6.00% Convertible Guaranteed Notes
Coupon interest
Discount amortization
5.45% Exchangeable Guaranteed Notes
Coupon interest
Discount amortization
6.00% Convertible
Guaranteed Notes
$
December 31,
2011
115,000
(9,851)
105,149
13,134
$
$
$
December 31,
2010
115,000
(11,789)
103,211
13,134
$
$
8.1%
7.5%
5.45% Exchangeable
Guaranteed Notes
December 31,
2011
December 31,
2010
$
$
$
62,150
(48)
62,102
20,293
7.0%
$
$
$
62,150
(712)
61,438
20,293
7.0%
01/2017
01/2017
01/2012
01/2012
$
7,907
$
14,036
$
—
$
—
2011
2010
2009
$
$
$
$
6,900
1,938
8,838
3,387
664
4,051
$
$
$
$
6,408
1,776
8,184
3,504
689
4,193
$
$
$
$
—
—
—
7,554
1,479
9,033
During 2007, the Company issued $200,000 original principal amount of Trust Preferred Securities. The Trust Preferred
Securities, which are classified as debt, are due in 2037, are redeemable by the Company commencing April 2012 and
bear interest at a fixed rate of 6.804% through April 2017 and thereafter, at a variable rate of three month LIBOR plus
170 basis points through maturity. As of December 31, 2011 and 2010, there was $129,120 original principal amount of
Trust Preferred Securities outstanding.
Scheduled principal payments for these debt instruments for the next five years and thereafter are as follows:
Year ending
December 31,
2012(1)
2013
2014
2015
2016
Thereafter
Debt discounts
Total
62,150
—
—
—
—
244,120
306,270
(9,899)
296,371
$
$
(1) Although the 5.45% Exchangeable Guaranteed Notes matured in 2027, the notes were put to the Company in
2012.
80
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(12)
Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives. The Company is exposed to certain risks arising from both its business
operations and economic conditions. The Company principally manages its exposures to a wide variety of business and
operational risks through management of its core business activities. The Company manages economic risks, including
interest rate, liquidity, and credit risk primarily by managing the type, amount, sources, and duration of its debt funding and
the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage
exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts,
the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage
differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected
cash payments principally related to the Company's investments and borrowings.
Cash Flow Hedges of Interest Rate Risk. The Company's objectives in using interest rate derivatives are to add stability to
interest expense, to manage its exposure to interest rate movements and therefore manage its cash outflows as it relates to
the underlying debt instruments. To accomplish this objective, the Company primarily uses interest rate swaps as part of
its interest rate risk management strategy relating to certain of its variable rate debt instruments. Interest rate swaps designated
as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making
fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded
in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the
hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is
recognized directly in earnings.
The Company designated the interest-rate swap agreement with KeyBank as a cash flow hedge of the risk of variability
attributable to changes in the LIBOR swap rate on $35,551 and $25,000 of LIBOR-indexed variable-rate secured term loans.
Accordingly, changes in the fair value of the swap are recorded in other comprehensive income (loss) and reclassified to
earnings as interest becomes receivable or payable. Because the fair value of the swap at inception of the hedge was not
zero, the Company cannot assume that there will be no ineffectiveness in the hedging relationship. However, the Company
expects the hedging relationship to be highly effective and will measure and report any ineffectiveness in earnings.
Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest
expense as interest payments are made on these secured term loans. During the next 12 months, the Company estimates
that an additional $1,695 will be reclassified as an increase to interest expense if the swap remains outstanding.
As of December 31, 2011, the Company had the following outstanding interest rate derivative that was designated as a cash
flow hedge of interest rate risk:
Interest Rate Derivative
Interest Rate Swap
Number of Instruments
1
Notional
$60,551
Derivatives Not Designated as Hedges. The Company does not use derivatives for trading or speculative purposes. During
2008, the Company entered into a forward purchase equity commitment with a financial institution to finance the purchase
of 3,500,000 common shares of the Company at $5.60 per share as specifically approved by the Company's Board of
Trustees. The Company prepaid $15,576. The remainder was to be paid through (i) physical settlement or (ii) net cash
settlement, net share settlement or a combination of both, at the Company's option. The Company agreed to make floating
payments during the term of the forward purchase at LIBOR plus 250 basis points per annum, and the Company retained
the cash dividends paid on the common shares; however, the counterparty retained any stock dividends as additional
collateral. The Company's third-party consultant determined the fair value of the equity commitment to be $27,574 at
December 31, 2010, and the Company recognized earnings during 2011, 2010 and 2009 of $2,030, $8,906 and $7,182,
respectively, primarily relating to the increase in the fair value of the common shares held as collateral. The Company settled
this commitment in October 2011 through a cash payment of $4,024 and retired 3,974,645 common shares.
81
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on
the Consolidated Balance Sheets as of December 31, 2011 and 2010.
Derivatives designated as hedging
instruments:
Interest Rate Swap Liability
Derivatives not designated as hedging
instruments:
Forward Purchase Equity Commitment
As of December 31, 2011
As of December 31, 2010
Balance Sheet Location
Fair Value
Balance Sheet Location
Fair Value
Accounts Payable and
Other Liabilities
$ (3,236)
Accounts Payable and
Other Liabilities
$ (5,280)
Other Assets
$ 27,574
The tables below present the effect of the Company's derivative financial instruments on the Consolidated Statements of
Operations for 2011 and 2010:
Derivatives in Cash Flow
Amount of Loss Recognized
in OCI on Derivative
(Effective Portion)
December 31,
Hedging Relationships
2011
2010
Interest Rate Swap
$
(835)
$
(2,914)
Location of
Loss
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)
Interest
expense
Amount of Loss Reclassified
from Accumulated OCI into
Income (Effective Portion)
December 31,
2011
2010
$
2,879
$
2,875
Derivatives Not Designated as
Location of Gain Recognized in
Hedging Instruments
Forward Purchase Equity Commitment
Income on Derivative
Change in value of forward equity
commitment
Amount of Gain Recognized in
Income on Derivative
December 31,
2011
2010
$
2,030
$
8,906
The Company's agreement with the swap derivative counterparty contains a provision whereby if the Company defaults on
the underlying indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender,
then the Company could also be declared in default of the swap derivative obligation. As of December 31, 2011, the Company
had not posted any collateral related to the agreement. If the Company had breached any of these provisions at December 31,
2011, it would have been required to settle its obligations under the agreement at the termination value of $3,400, which
includes accrued interest.
82
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(13)
Leases
Lessor:
Minimum future rental receipts under the non-cancelable portion of tenant leases, assuming no new or re-negotiated leases,
for the next five years and thereafter are as follows:
Year ending
December 31,
2012
2013
2014
2015
2016
Thereafter
$
Total
285,462
267,912
234,097
196,446
167,297
752,745
$ 1,903,959
The above minimum lease payments do not include reimbursements to be received from tenants for certain operating
expenses and real estate taxes and do not include early termination payments provided for in certain leases.
Certain leases allow for the tenant to terminate the lease if the property is deemed obsolete, as defined, and upon payment
of a termination fee to the landlord, as stipulated in the lease. In addition, certain leases provide the tenant with the right to
purchase the leased property at fair market value or a stipulated price.
Lessee:
The Company holds, through property owner subsidiaries, leasehold interests in various properties. Generally, the ground
rents on these properties are either paid directly by the tenants to the fee holder or reimbursed to the Company as additional
rent. Certain properties are economically owned through the holding of industrial revenue bonds and as such neither ground
lease payments nor bond debt service payments are made or received, respectively. For certain of these properties, the
Company has an option to purchase the fee interest.
Minimum future rental payments under non-cancelable leasehold interests, excluding leases held through industrial revenue
bonds and lease payments in the future that are based upon fair market value, for the next five years and thereafter are as
follows:
Year ending
December 31,
2012
2013
2014
2015
2016
Thereafter
Total
2,624
2,426
1,985
1,793
1,465
13,121
23,414
$
$
Rent expense for the leasehold interests, including discontinued operations, was $776, $955 and $1,039 in 2011, 2010 and
2009, respectively.
The Company leases its corporate headquarters. The lease expires December 2015, with rent fixed at $1,299 per annum
through December 2011, $865 in 2012 and $1,153 per annum, thereafter. The Company is also responsible for its
proportionate share of operating expenses and real estate taxes above a base year. As an incentive to enter the lease, the
Company received a payment of $845 which it is amortizing as a reduction of rent expense. In addition, the Company leases
office space for its regional offices. The minimum lease payments for the Company's regional offices are $84 for 2012, $83
for 2013, $45 for 2014, $36 for 2015 and 2016 and $9 thereafter. Rent expense for 2011, 2010 and 2009 was $1,392, $1,332
and $1,299, respectively, and is included in general and administrative expenses.
83
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(14)
Concentration of Risk
The Company seeks to reduce its operating and leasing risks through the geographic diversification of its properties, tenant
industry diversification, avoidance of dependency on a single asset and the creditworthiness of its tenants. For the years
ended December 31, 2011, 2010 and 2009, no single tenant represented greater than 10% of rental revenues.
Cash and cash equivalent balances at certain institutions may exceed insurable amounts. The Company believes it mitigates
this risk by investing in or through major financial institutions.
(15)
Equity
Shareholders' Equity:
During 2011, 2010 and 2009, the Company issued 11,109,760, 23,712,980 and 4,338,915 common shares, respectively,
through public offerings and under its direct share purchase plan, raising proceeds of approximately $98,953, $166,427 and
$20,947 respectively. The proceeds were used for general working capital, to fund investments and retire indebtedness.
During the first quarter of 2010, the Company recorded $13,134 in additional paid-in-capital, representing the conversion
feature of the 6.00% Convertible Guaranteed Notes.
Accumulated other comprehensive income (loss) as of December 31, 2011 and 2010 represented $1,938 and $(106),
respectively, of unrealized gain (loss) on an interest rate swap.
During 2009, the Company declared that three of its quarterly common share dividends would be paid in a combination of
cash (10% in the aggregate) and common shares. The following details the declared 2009 quarterly common share dividends:
Dividend
First quarter 2009
Second quarter 2009
Third quarter 2009
Fourth quarter 2009
Per Common
Share Amount
$
$
$
$
0.18
0.18
0.18
0.10
Dividend
April 24, 2009
July 30, 2009
October 16, 2009
January 15, 2010
Common
Shares Issued
5,097,229
4,333,183
3,873,786
—
$
$
$
$
Cash Paid
1,819
1,970
2,110
12,194
The Company had 1,970,200 shares of Series C Preferred, outstanding at December 31, 2011. The shares have a dividend
of $3.25 per share per annum, have a liquidation preference of $98,510, and the Company, if certain common share prices
are achieved, can force conversion into common shares of the Company. As of the date of filing this Annual Report, the
shares are currently convertible into 2.4339 common shares. This conversion ratio may increase over time if the Company's
common share dividend exceeds certain quarterly thresholds.
If certain fundamental changes occur, holders may require the Company, in certain circumstances, to repurchase all or part
of their shares of Series C Preferred. In addition, upon the occurrence of certain fundamental changes, the Company will,
under certain circumstances, increase the conversion rate by a number of additional common shares or, in lieu thereof, may
in certain circumstances elect to adjust the conversion rate upon the shares of Series C Preferred becoming convertible into
shares of the public acquiring or surviving company.
The Company may, at the Company's option, cause shares of Series C Preferred to be automatically converted into that
number of common shares that are issuable at the then prevailing conversion rate. The Company may exercise its conversion
right only if, at certain times, the closing price of the Company's common shares equals or exceeds 125% of the then
prevailing conversion price of the Series C Preferred.
Investors in shares of Series C Preferred generally have no voting rights, but will have limited voting rights if the Company
fails to pay dividends for six or more quarters and under certain other circumstances. Upon conversion, the Company may
choose to deliver the conversion value to investors in cash, common shares, or a combination of cash and common shares.
84
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
During 2011, 2010 and 2009, the Company issued 609,182, 361,320 and 466,935 of its common shares, respectively, to
certain employees and trustees. Typically, trustee share grants vest immediately. Employee share grants generally vest
ratably, on anniversaries of the grant date, however, in certain situations vesting is cliff-based after a specific number of
years and/or subject to meeting certain performance criteria. See note 16.
Noncontrolling Interests:
In conjunction with several of the Company's acquisitions in prior years, sellers were issued OP units as a form of
consideration. All OP units, other than OP units owned by the Company, are redeemable at certain times, at the option of
the holders, and are generally not otherwise mandatorily redeemable by the Company. The OP units are classified as a
component of permanent equity as the Company has determined that the OP units are not redeemable securities as defined
by GAAP. Each OP unit is currently redeemable for approximately 1.13 common shares, subject to future adjustments.
During 2011, 2010 and 2009, 398,927, 457,351 and 572,213 common shares, respectively, were issued by the Company,
in connection with OP unit redemptions, for an aggregate value of $2,187, $2,685 and $3,580, respectively.
As of December 31, 2011, there were approximately 4,026,000 OP units outstanding other than OP units owned by the
Company. All OP units receive distributions in accordance with their respective partnership agreements. To the extent that
the Company's dividend per common share is less than the stated distribution per OP unit per the applicable partnership
agreement, the distributions per OP unit are reduced by the percentage reduction in the Company's dividend per common
share. No OP units have a liquidation preference.
The following discloses the effects of changes in the Company's ownership interests in its noncontrolling interests:
Net loss attributable to Lexington Realty Trust shareholders
Transfers from noncontrolling interests:
Increase in additional paid-in-capital for redemption of noncontrolling
OP units
Net Loss Attributable to Shareholders and
Transfers from Noncontrolling Interests
2011
(79,584)
$
2010
(32,960)
$
2009
(210,152)
$
2,187
2,685
3,580
Change from net loss attributable to shareholders and transfers from
noncontrolling interests
$
(77,397)
$
(30,275)
$
(206,572)
(16)
Benefit Plans
The Company maintains an equity award plan pursuant to which qualified and non-qualified options may be issued. The
Company granted 1,248,501, 1,265,500 and 2,000,000 common share options on December 31, 2010 (“2010 options”),
January 8, 2010 (“2009 options”) and December 31, 2008 (“2008 options”), respectively, at an exercise price of $7.95,
$6.39 and $5.60, respectively. The 2010 options (1) vest 20% annually on each December 31, 2011 through 2015 and (2)
terminate on the earlier of (x) six months of termination of service with the Company and (y) December 31, 2020. The 2009
options (1) vest 20% annually on each December 31, 2010 through 2014 and (2) terminate on the earlier of (x) six months
of termination of service with the Company and (y) December 31, 2019. The 2008 options (1) vested 50% following a 20-
day trading period where the average closing price of a common share of the Company on the New York Stock Exchange
(“NYSE”) is $8.00 or higher and vest 50% following a 20-day trading period where the average closing price of a common
share of the Company on the NYSE is $10.00 or higher, and (2) terminate on the earlier of (x) termination of service with
the Company or (y) December 31, 2018. As a result of the share dividends paid in 2009, each of the 2008 options is
exchangeable for approximately 1.13 common shares at an exercise price of $4.97 per common share.
85
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
The Company engaged third parties to value the options as of each option's respective grant date. The third parties determined
the value to be $2,422 and $2,771 for the 2010 options and 2009 options, respectively, using the Black-Scholes model and
$2,480 for the 2008 options using the Monte Carlo model. The options are considered equity awards as they are settled
through the issuance of common shares. As such, the options were valued as of the grant date and do not require subsequent
remeasurement. There were several assumptions used to fair value the options including the expected volatility in the
Company's common share price based upon the fluctuation in the Company's historical common share price. The more
significant assumptions underlying the determination of fair value for options granted were as follows:
Weighted-average fair value of options granted
Weighted-average risk-free interest rate
Weighted-average expected option lives (in years)
Weighted-average expected volatility
Weighted-average expected dividend yield
$
2010
Options
2009
Options
2008
Options
$
1.94
2.54%
6.50
49.00%
7.40%
$
2.19
3.29%
6.70
59.08%
6.26%
1.24
1.33%
3.60
59.94%
14.40%
The Company recognizes compensation expense relating to these options over an average of 5.0 years for the 2010 options
and 2009 options and 3.6 years for the 2008 options. The Company recognized $1,384, $1,824 and $688 in compensation
expense in 2011, 2010 and 2009, respectively, relating to options, $629 of the 2010 amount reflects the accelerated vesting
of certain 2008 options, due to performance criteria being met. The Company has unrecognized compensation costs of
$3,755 relating to the outstanding options as of December 31, 2011.
Share option activity during the years indicated is as follows:
Balance at December 31, 2008 (1)
Granted
Balance at December 31, 2009
Granted
Exercised
Forfeited
Balance at December 31, 2010
Exercised
Balance at December 31, 2011
Number of
Shares
Weighted-Average
Exercise Price
Per Share
2,252,000
—
2,252,000
2,514,001
(352,628)
(23,768)
4,389,605
(501,324)
3,888,281
$
$
4.97
—
4.97
7.16
4.97
5.18
6.23
5.16
6.36
(1) As adjusted as a result of share dividends paid in 2009.
Non-vested share activity for the years ended December 31, 2011 and 2010, is as follows:
Balance at December 31, 2009
Granted
Vested
Forfeited
Balance at December 31, 2010
Granted
Vested
Forfeited
Balance at December 31, 2011
86
Number of
Shares
Weighted-Average
Value Per Share
743,342
267,170
(169,215)
(21,720)
819,577
582,102
(211,954)
(10,140)
1,179,585
$
$
13.28
7.95
18.87
22.10
10.16
7.49
13.56
21.99
8.13
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
As of December 31, 2011, of the remaining 1,179,585 non-vested shares, 806,445 are subject to time-based vesting and
373,140 are subject to performance-based vesting. At December 31, 2011, there are 4,672,085 awards available for grant.
The Company has $6,459 in unrecognized compensation costs relating to the non-vested shares that will be charged to
compensation expense over an average of approximately 2.7 years.
The Company has established a trust for certain officers in which vested common shares granted for the benefit of the
officers are deposited. The officers exert no control over the common shares in the trust and the common shares are available
to the general creditors of the Company. As of December 31, 2011 and 2010, there were 427,531 common shares in the
trust.
The Company sponsors a 401(k) retirement savings plan covering all eligible employees. The Company matched 100% of
the first 1.0% of employee participant salaries in 2011 and 2010 and approximately 1.125% of employee participant salaries
in 2009 of employee contributions. In addition, based on its profitability, the Company may make a discretionary contribution
at each fiscal year end to all eligible employees. The matching and discretionary contributions are subject to vesting under
a schedule providing for 25% annual vesting starting with the first year of employment and 100% vesting after four years
of employment. Approximately $308, $311 and $321 of contributions are applicable to 2011, 2010 and 2009, respectively.
During 2011, 2010 and 2009, the Company recognized $2,062, $3,232 and $3,369, respectively, in compensation expense
relating to scheduled vesting and issuance of common share grants.
(17)
Related Party Transactions
In addition to related party transactions discussed elsewhere in this Annual Report, the Company has an indemnity obligation
to Vornado Realty Trust, one of its significant shareholders, with respect to actions by the Company that affect Vornado
Realty Trust's status as a REIT.
All related party acquisitions, sales and loans were approved by the independent members of the Company's Board of
Trustees or the Audit Committee.
During 2011 and 2010, the Company advanced an aggregate $20,077 and $7,614, respectively, to NLS entities in the form
of interest bearing, non-recourse mortgage notes to satisfy maturing non-recourse mortgages. These advances were satisfied
in full in 2011.
The Company leases certain properties to entities owned by significant shareholders and/or the former Company's Executive
Chairman and Director of Strategic Acquisitions. During 2011, 2010 and 2009, the Company recognized $864, $905 and
$1,538, respectively, in rental revenue from these properties. The Company leases its corporate office in New York City
from an affiliate of Vornado Realty Trust. Rent expense for this property was $1,281, $1,272 and $1,282 in 2011, 2010 and
2009, respectively.
(18)
Income Taxes
The benefit (provision) for income taxes relates primarily to the taxable income of the Company's taxable REIT subsidiaries.
The earnings, other than in taxable REIT subsidiaries, of the Company are not generally subject to federal income taxes at
the Company level due to the REIT election made by the Company.
Income taxes have been provided for on the asset and liability method. Under the asset and liability method, deferred income
taxes are recognized for the temporary differences between the financial reporting basis and the tax basis of assets and
liabilities.
87
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
The Company's benefit (provision) for income taxes for the years ended December 31, 2011, 2010 and 2009 is summarized
as follows:
Current:
Federal
State and local
NOL utilized
Deferred:
Federal
State and local
2011
2010
2009
$
$
(440)
(1,102)
566
1,399
400
823
$
$
—
(1,079)
—
(418)
(53)
(1,550)
$
$
(401)
(2,098)
343
(187)
(26)
(2,369)
Net deferred tax assets (liabilities) of $672 and $(1,127) are included in other assets (liabilities) on the accompanying
Consolidated Balance Sheets at December 31, 2011 and 2010, respectively. These net deferred tax assets (liabilities) relate
primarily to differences in the timing of the recognition of income/(loss) between GAAP and tax and net operating loss
carry forwards.
The income tax benefit (provision) differs from the amount computed by applying the statutory federal income tax rate to
pre-tax operating income as follows:
Federal provision at statutory tax rate (34%)
State and local taxes, net of federal benefit
Other
2011
2010
2009
(580)
(100)
1,503
823
$
$
(388)
(31)
(1,131)
(1,550)
$
$
(376)
(33)
(1,960)
(2,369)
$
$
For the years ended December 31, 2011, 2010 and 2009, the “other” amount is comprised primarily of state taxes of $976,
$1,078 and $2,042, respectively, and the write-off of deferred tax liabilities of $3,535, $0 and $0, respectively, relating to
the transfer of certain assets of the Company's taxable subsidiaries.
As of December 31, 2011 and 2010, the Company has estimated net operating loss carry forwards for federal income tax
reporting purposes of $2,735 and $4,156, respectively, which would begin to expire in tax year 2026. A valuation allowance
of $712 has been recorded against deferred tax assets in 2011 based upon projected future taxable income.
A summary of the average taxable nature of the Company's common dividends for each of the years in the three-year period
ended December 31, 2011, is as follows:
Total dividends per share
Ordinary income
15% rate - qualifying dividend
15% rate gain
25% rate gain
Return of capital
$
2011
2010
2009
$
0.46
47.33%
1.11%
—
—
51.56%
100.00%
$
0.40
99.11%
0.89%
—
—
—
100.00%
0.72
53.80%
0.61%
—
—
45.59%
100.00%
88
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
A summary of the average taxable nature of the Company's dividend on shares of its Series B Preferred for each of the years
in the three-year period ended December 31, 2011, is as follows:
Total dividends per share
Ordinary income
15% rate - qualifying dividend
15% rate gain
25% rate gain
$
$
2011
2.0125
97.70%
2.30%
—
—
100.00%
$
2010
2.0125
99.11%
0.89%
—
—
100.00%
2009
2.0125
98.87%
1.13%
—
—
100.00%
A summary of the average taxable nature of the Company's dividend on shares of its Series C Preferred for each of the years
in the three-year period ended December 31, 2011, is as follows:
Total dividends per share
Ordinary income
15% rate - qualifying dividend
15% rate gain
25% rate gain
Return of capital
$
2011
2010
2009
$
3.25
97.70%
2.30%
—
—
—
100.00%
$
3.25
99.11%
0.89%
—
—
—
100.00%
3.25
98.87%
1.13%
—
—
—
100.00%
A summary of the average taxable nature of the Company's dividend on shares of its Series D Cumulative Redeemable
Preferred Stock for the years in the three-year period ended December 31, 2011, is as follows:
Total dividends per share
Ordinary income
15% rate - qualifying dividend
15% rate gain
25% rate gain
2011
1.76498
$
97.70%
2.30%
—
—
100.00%
$
2010
$2.01002(1)
99.11%
0.89%
—
—
100.00%
2009
1.8875
98.87%
1.13%
—
—
100.00%
_________
(1)
Of the total dividend paid in January 2011, $0.12252 is allocated to 2010 and $0.349355 is allocated to 2011.
(19)
Commitments and Contingencies
In addition to the commitments and contingencies disclosed elsewhere, the Company has the following commitments and
contingencies.
Certain of the Company's property owner subsidiaries are obligated under certain tenant leases, including leases for non-
consolidated entities, to fund the expansion of the underlying leased properties. The Company, under certain circumstances,
may guarantee the completion of base building improvements and the payment of tenant improvement allowances and lease
commissions on behalf of its subsidiaries.
From time to time, the Company is involved directly or indirectly in legal proceedings arising in the ordinary course of
business. Management believes, based on currently available information, that the results of such proceedings, in the
aggregate, will not have a material adverse effect on the Company's financial condition, but could be material to the
Company's operating results for any particular period, depending, in part, upon the operating results for such period. In
addition, the following two legal proceedings are pending:
89
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
Deutsche Bank Securities, Inc. and SPCP Group LLC v. Lexington Drake, L.P., et al. (Supreme Court of the State of New
York-Index No. 603051/08). On June 30, 2006, one of the Company's property owner subsidiaries and a property owner
subsidiary of a then co-investment program respectively sold to Deutsche Bank Securities, Inc. (“Deutsche Bank”), (1) a
$7,680 bankruptcy damage claim against Dana Corporation for $5,376 (“Farmington Hills claim”) and (2) a $7,727
bankruptcy damage claim against Dana Corporation for $5,680 (“Antioch claim”). Under the terms of the agreements
covering the sale of the claims, which were guaranteed by the Company, the property owner subsidiaries are obligated to
reimburse Deutsche Bank should the claim ever be disallowed, subordinated or otherwise impaired, to the extent of such
disallowance, subordination or impairment, plus interest at the rate of 10% per annum from the date of payment of the
purchase price by Deutsche Bank. On October 12, 2007, Dana Corporation filed an objection to both claims. The Company
assisted Deutsche Bank and the then holders of the claims in the preparation and filing of a response to the objection. Despite
a belief by the Company that the objections were without merit, the holders of the claims, without the Company's consent,
settled the allowed amount of the claims at $6,500 for the Farmington Hills claim and $7,200 for the Antioch claim in order
to participate in a special settlement pool for allowed intangible unsecured claims and a preferred share rights offering
having a value thought to be equal to, or greater than, the reduction of the claims. Deutsche Bank made a formal demand
with respect to the Farmington Hills claim in the amount of $826 plus interest, but did not make a formal demand with
respect to the Antioch claim. Following a rejection of the demand by the Company, on December 11, 2009, Deutsche Bank
and the then holders of the claims filed a summons and complaint with the Supreme Court of the State of New York, County
of New York for the Farmington Hills and Antioch claims, and claimed damages of $1,200 plus interest from the date of
assignment at the rate of 10% per year and expenses, which the Company believes would be its maximum exposure.
Together with the property owner subsidiaries, the Company answered the complaint on November 26, 2008 and served
numerous discovery requests. After almost a year of inactivity, on March 18, 2010, the defendants and the plaintiffs filed
motions for summary judgment and related opposing and supporting motions. On November 22, 2010, the court ruled in
favor of the plaintiffs on their motion for summary judgment. The court referred the issue of damages to a special referee
to determine the value of plaintiffs' participation in the preferred share rights offering and a settlement pool for allowed
intangible unsecured claims so as to be taken into consideration with respect to computation of damages, if any.
The Company filed a notice of appeal but withdrew such notice without prejudice to renew after final determination of the
damages. The Company intends to appeal the court's ruling if the special referee determines there are damages. The special
referee, upon the Company's request, issued a discovery order requiring the plaintiffs to provide requested discovery materials
regarding the damages. On March 28, 2011, the plaintiffs filed a motion to vacate the discovery order issued by the special
referee. On May 17, 2011, the motion to vacate was denied and discovery on the damage issue continues.
The Company intends to continue to vigorously defend the claims for a variety of reasons, including that (1) after requiring
and supporting the defense of the objections to the claims, the holders of the claims arbitrarily settled the claims for reasons
based on factors other than the merits, (2) the holders of the claims voluntarily reduced the claims to participate in the
preferred share rights offering and certain settlement pools, (3) the contract language that supports the plaintiff's position
was specifically negotiated out of the agreement covering the sale of the claims and (4) the plaintiffs have no damages.
Unified Government of Wyandotte County/Kansas City, Kansas v. United States General Services Administration (United
States District Court for the District of Kansas-Case Number 11-2400-JTM-KMH). On April 4, 2011, one of the Company's
property owner subsidiaries entered into a lease termination with Applebee's Services, Inc., pursuant to which Applebee's
Services, Inc. made a lease termination payment of $19,910 in October 2011 and vacated the Lenexa, Kansas facility in
November 2011. Also on April 4, 2011, the Company's property owner subsidiary entered into a ten year lease with the
United States General Services Administration ("GSA") for the same facility. On April 15, 2011, an unsuccessful bidder
for the GSA lease filed a protest with the United States Government Accountability Office ("GAO") protesting the award
of the lease to the Company's property owner subsidiary. On July 22, 2011, after a full briefing of the protest, the GAO
denied the protest. However, prior to the GAO ruling on July 19, 2011, the Unified Government of Wyandotte County,
Kansas City filed a claim against the GSA requesting, among other things, an injunction against the award of the ten year
lease. The Company has intervened and is monitoring this claim; however, the Company does not anticipate any impact to
its financial position or results of operations from this claim.
Other. Four of our executive officers have employment contracts and are entitled to severance benefits upon termination
by the Company without cause, as defined in the employment contract.
90
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(20)
Supplemental Disclosure of Statement of Cash Flow Information
In addition to disclosures discussed elsewhere, during 2011, 2010 and 2009, the Company paid $103,427, $114,031 and
$132,376, respectively, for interest and $1,289, $1,019 and $2,483, respectively, for income taxes.
In October 2011, the Company acquired control of a joint venture, Pemlex LLC, and recorded land and building assets of
$9,006, lease intangible assets of $6,294, other assets, net, of $107 and a $574 noncontrolling interest.
During 2011, the Company sold interests in three properties, which included the assumption of the aggregate related non-
recourse debt of $28,648 and $3,003 in seller financing.
During 2010, the Company sold interests in three properties, which included the assumption of the aggregate related non-
recourse mortgage debt of $74,504.
During 2009, the Company acquired, through a property owner subsidiary, the remainder interests in land with an estimated
fair value of $2,500 in connection with a tenant's lease surrender obligation.
During 2009, the Company conveyed its interests in three properties to lenders in full satisfaction of the aggregate $38,022
non-recourse mortgage notes payable. The Company recognized aggregate net gains on debt satisfaction of $13,180 relating
to these transactions.
(21)
Unaudited Quarterly Financial Data
Total gross revenues(1)
Net income (loss)
Net income (loss) attributable to common shareholders
Net income (loss) attributable to common shareholders -
basic per share
Net income (loss) attributable to common shareholders -
diluted per share
Total gross revenues(1)
Net income (loss)
Net income (loss) attributable to common shareholders
Net income (loss) attributable to common shareholders -
basic and diluted
2011
3/31/2011
80,594
$
(15,993)
$
(23,638)
$
6/30/2011
80,622
$
(56,957)
$
(50,539)
$
9/30/2011
82,808
$
(30,844)
$
(37,048)
$
12/31/2011
82,890
$
14,016
$
7,504
$
$
$
(0.16)
(0.21)
$
$
(0.33)
(0.33)
$
$
2010
(0.24)
(0.24)
$
$
0.05
0.05
3/31/2010
79,909
$
(29,326)
$
(33,048)
$
6/30/2010
78,890
$
(29,701)
$
(30,379)
$
9/30/2010
81,065
$
7,340
$
58
$
12/31/2010
80,184
$
14,277
$
5,273
$
$
(0.27)
$
(0.23)
$
0.00
$
0.04
__________
(1) All periods have been adjusted to reflect the impact of properties sold during the years ended December 31, 2011 and
2010, and properties classified as held for sale, which are reflected in discontinued operations in the Consolidated
Statements of Operations.
The sum of the quarterly income (loss) per common share amounts may not equal the full year amounts primarily because
the computations of the weighted-average number of common shares of the Company outstanding for each quarter and the
full year are made independently.
91
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000, except share/unit data)
(22)
Subsequent Events
Subsequent to December 31, 2011 and in addition to disclosures elsewhere in the financial statements, the Company:
•
•
•
•
•
•
procured a $215,000 secured term loan from Wells Fargo Bank, National Association, as agent. The term loan is
secured by ownership interest pledges by certain subsidiaries that collectively own a borrowing base of properties.
The secured term loan matures in January 2019. The secured term loan requires regular payments of interest only
at an interest rate dependent on the Company's leverage ratio, as defined as follows: 2.00% plus LIBOR if its
leverage ratio is less than 45%, 2.25% plus LIBOR if its leverage ratio is between 45% and 50%, 2.45% plus
LIBOR if its leverage ratio is between 50% and 55%, and 2.85% plus LIBOR if its leverage ratio exceeds 55%.
Upon the date when the Company obtains an investment grade debt rating from at least two of Standard & Poor's,
Moody's and Fitch, the interest rate under the secured term loan is dependent on its debt rating. The Company may
not prepay any outstanding borrowings under the secured term loan facility through January 12, 2013, but may
prepay outstanding borrowings anytime thereafter, however at premium for the next three years;
refinanced its $300,000 secured revolving credit facility, which was scheduled to expire in January 2014, but could
have been extended to January 2015 at the Company's option, with a new $300,000 secured revolving credit facility
with KeyBank, as agent. The new revolving credit facility has the same security as the new secured term loan. The
new secured revolving credit facility bears interest at 1.625% plus LIBOR if the Company's leverage ratio, as
defined, is less than 45%, 1.875% plus LIBOR if the leverage ratio is between 45% and 50%, 2.125% plus LIBOR
if the leverage ratio is between 50% and 55% and 2.375% plus LIBOR if the leverage ratio exceeds 55%. The new
secured revolving credit facility matures in January 2015 but can be extended until January 2016 at the Company's
option. With the consent of the lenders, the Company can increase the size of the secured revolving credit facility
by $225,000 for a total secured revolving credit facility size of $525,000 by adding properties to the borrowing
base or admitting additional lenders. The borrowing availability of the secured revolving credit facility is based
upon the net operating income, as defined, of the properties comprising the borrowing base;
borrowed $108,000 under the new secured term loan and $28,000 under the new secured revolving credit facility,
and repaid (1) the term loans in the outstanding aggregate principal amount of $60,551, which were procured from
KeyBank in March 2008, (2) a swap liability of $3,539 and (3) $62,150 outstanding principal amount of 5.45%
Exchangeable Guaranteed Notes that were tendered pursuant to a holder repurchase option. In addition, effective
February 1, 2012, the Company entered into an interest-rate swap agreement to fix LIBOR at 1.512% for seven
years on $108,000 of new secured term loan LIBOR based debt. Accordingly, the new secured term loan currently
bears interest at an interest rate of 3.76%;
conveyed to the lender its property in Tulsa, Oklahoma for full satisfaction of the related non-recourse mortgage,
which was approximately $1,700 in excess of the net carrying value of the property;
acquired the 70,000 square foot office build-to-suit property in Huntington, West Virginia for a capitalized cost of
approximately $12,600 and procured a $6,500, 4.2% interest-only five year non-recourse mortgage; and
delivered a notice of exercising the buy/sell right in the NLS partnership agreement and received a notice from its
partner exercising the right of first offer in the NLS partnership agreement (see note 9).
92
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
Real Estate and Accumulated Depreciation and Amortization
Schedule III ($000)
Description
Location
Encumbrances
Land and Land
Estates
Buildings and
Improvements
Total
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Little Rock, AR
(5)
Brea, CA
Los Angeles, CA
Palo Alto, CA
(5)
Centenial, CO
Colorado Springs,
CO
Lakewood, CO
Louisville, CO
(5)
Southington, CT
Wallingford, CT
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
Boca Raton, FL
Fort Meyers, FL
Lake Mary, FL
Lake Mary, FL
Orlando, FL
Orlando, FL
Atlanta, GA
Atlanta, GA
Atlanta, GA
Chamblee, GA
Cumming, GA
Forest Park, GA
Jonesboro, GA
Stone Mountain,
GA
Suwannee, GA
Clive, IA
Aurora, IL
Chicago, IL
Lisle, IL
Columbus, IN
(1) (4)
Fishers, IN
Indianapolis, IN
Indianapolis, IN
Overland Park,
KS
Baton Rouge, LA
Foxboro, MA
Southfield, MI
Bridgeton, MO
Kansas City, MO
Cary, NC
Bridgewater, NJ
Rockaway, NJ
Whippany, NJ
Wall, NJ
Rochester, NY
Milford, OH
Westerville, OH
Canonsburg, PA
Harrisburg, PA
Philadelphia, PA
Charleston, SC
Florence, SC
Fort Mill, SC
(5)
(5)
(4)
(5)
(5)
(5)
—
74,492
10,491
—
13,975
10,503
7,942
—
12,551
—
20,400
8,713
—
—
—
—
41,443
—
—
—
—
—
—
—
11,084
5,412
—
29,445
10,033
26,427
11,089
12,036
8,802
36,325
6,045
8,559
—
—
17,307
12,581
14,675
14,900
15,349
25,343
18,063
—
—
9,084
8,388
45,731
7,350
—
10,113
3,613
82,964
16,021
29,375
20,038
15,302
10,222
13,262
28,579
5,822
21,450
12,018
19,365
19,518
35,598
45,512
59,933
1,283
1,057
956
2,926
1,910
924
948
4,147
10,214
9,006
51,335
16,934
45,964
21,971
18,911
14,529
46,725
11,496
27,884
12,124
6,322
22,587
20,208
32,069
25,074
23,774
35,946
26,587
19,166
11,350
11,965
11,456
65,314
9,913
16,176
18,095
1,353
37,269
5,110
12,398
4,851
2,748
1,569
3,657
3,240
1,049
4,290
1,820
4,535
4,438
586
11,498
4,600
1,014
870
770
1,558
668
778
672
1,371
2,761
3,063
5,155
3,236
235
2,808
1,700
1,360
4,769
1,252
2,231
—
1,853
2,433
5,342
4,738
4,646
4,063
8,985
645
3,124
2,085
1,055
900
13,209
1,189
3,235
3,601
2,260
45,695
10,911
16,977
15,187
12,554
8,653
9,605
25,339
4,773
17,160
10,198
14,830
15,080
35,012
34,014
55,333
269
187
186
1,368
1,242
146
276
2,776
7,453
5,943
46,180
13,698
45,729
19,163
17,211
13,169
41,956
10,244
25,653
12,124
4,469
20,154
14,866
27,331
20,428
19,711
26,961
25,942
16,042
9,265
10,910
10,556
52,105
8,724
12,941
14,494
93
Accumulated
Depreciation
and
Amortization
Date Acquired
Date
Constructed
324
10,952
4,549
11,086
3,497
2,607
3,667
1,343
Dec-06
Jun-07
Dec-04
Dec-06
May-07
Jun-07
Apr-05
Sep-08
14,178
Nov-05
1980
1983
2000
1974
2001
1980
2002
1987
1983
Useful life
computing
depreciation in
latest income
statement
(years)
40
40
13 & 40
40
10 & 40
40
12 & 40
8, 9 & 40
12, 28 & 40
933
3,807
4,069
3,290
3,244
4,542
24,239
21,602
170
137
144
374
257
121
125
75
3,395
38
10,004
2,257
5,900
3,829
8,592
5,358
7,397
2,096
9,152
5,637
628
3,539
3,857
3,622
3,240
4,155
8,365
3,512
3,845
1,534
2,513
5,965
19,457
1,947
3,216
3,294
Dec-03
Feb-03
Apr-05
Jun-07
Jun-07
Dec-06
Dec-06
Apr-05
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Apr-05
Jun-04
Oct-11
Jun-07
Dec-06
Dec-06
Jun-07
Apr-05
Apr-05
Jun-07
May-07
Dec-04
Jul-04
Dec-06
Jun-07
Jun-07
Dec-06
Dec-06
Nov-06
Jan-04
Dec-06
Jun-07
May-07
May-07
Apr-05
Jun-05
Nov-06
May-04
Dec-02
1978/1985
8 & 40
1983/2002
40
1997
1997
1999
1982
1984
2003
1972
1975
1972
1968
1969
1971
1973
2001
2003
1996
1986
1985
1983
1999
1999
2002
1980
1997
1982
13 & 40
7 & 40
7 & 40
40
3
13 & 40
40
40
40
40
40
40
40
12 & 40
12, 13 & 40
40
15 & 40
40
40
9, 10, 38 & 40
2-40
12 & 40
12 & 40
6 & 40
16 & 40
1963/1965
7, 16 & 40
1980
1980
1999
1986
2002
2006
1983
1988
1991
2000
1997
1998
1957
2006
1998
2002
40
12 & 40
40
40
40
20 & 40
22 & 40
40
6, 7 & 40
40
8 & 40
9 & 40
4, 5 & 40
40
40
5 & 40
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
Real Estate and Accumulated Depreciation and Amortization
Schedule III ($000) - continued
Description
Location
Encumbrances
Land and Land
Estates
Buildings and
Improvements
Total
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Office
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Retail
Retail
Fort Mill, SC
Rock Hill, SC
(5)
Knoxville, TN
Memphis, TN
Memphis, TN
(1) (4)
Allen, TX
(5)
Carrollton, TX
Farmers Branch,
TX
Houston, TX
Houston, TX
Houston, TX
Houston, TX
San Antonio, TX
Sugar Land, TX
Westlake, TX
Hampton, VA
Hampton, VA
Herndon, VA
Herndon, VA
Midlothian, VA
Issaquah, WA
Issaquah, WA
Moody, AL
Orlando, FL
Tampa, FL
McDonough, GA
Dubuque, IA
Rockford, IL
Rockford, IL
Owensboro, KY
North Berwick,
ME
(5)
(5)
(4)
(4)
(5)
(5)
(4)
(4)
(5)
Marshall, MI
(5)
Plymouth, MI
Temperance, MI
Olive Branch, MS
Henderson, NC
High Point, NC
Lumberton, NC
Statesville, NC
Cincinnati, OH
Columbus, OH
Hebron, OH
Hebron, OH
Streetsboro, OH
Duncan, SC
Laurens, SC
Collierville, TN
Crossville, TN
Memphis, TN
Memphis, TN
Millington, TN
San Antonio, TX
Waxahachie, TX
Winchester, VA
Sun City, AZ
Manteca, CA
(5)
(5)
(5)
(5)
(4)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
19,075
—
7,151
3,798
47,320
—
19,639
18,481
41,545
16,165
12,131
15,525
11,971
10,839
17,928
—
—
—
11,138
9,725
31,369
—
6,677
—
—
23,000
9,918
—
6,630
—
9,877
—
10,407
9,641
—
—
—
—
13,547
—
—
—
—
18,733
—
14,382
—
—
—
—
16,301
26,499
—
—
—
875
1,798
551
1,079
464
5,291
5,591
3,427
3,984
16,613
3,750
1,500
800
2,800
1,834
2,361
2,333
1,353
5,127
9,409
1,100
5,126
6,268
654
1,030
2,160
2,463
2,052
371
509
819
1,383
40
2,296
3,040
198
1,488
1,330
405
891
1,009
1,990
1,063
1,681
2,441
884
5,552
714
545
1,054
1,553
723
2,482
652
3,823
1,207
2,082
25,192
4,313
10,762
4,467
97,032
21,605
22,050
27,308
52,682
21,160
14,581
26,879
15,585
16,536
22,503
10,454
6,006
24,504
12,853
11,919
13,647
16,058
9,943
10,869
7,281
24,291
8,443
2,573
5,289
2,439
32,397
900
13,398
14,738
10,276
5,953
11,183
12,049
16,696
7,007
10,580
4,271
7,010
25,092
8,626
20,886
2,483
6,999
11,539
12,326
19,118
38,535
13,045
12,226
1,377
6,464
94
26,990
4,864
11,841
4,931
102,323
27,196
25,477
31,292
69,295
24,910
16,081
27,679
18,385
18,370
24,864
12,787
7,359
29,631
22,262
13,019
18,773
22,326
10,597
11,899
9,441
26,754
10,495
2,944
5,798
3,258
33,780
940
15,694
17,778
10,474
7,441
12,513
12,454
17,587
8,016
12,570
5,334
8,691
27,533
9,510
26,438
3,197
7,544
12,593
13,879
19,841
41,017
13,697
16,049
2,584
8,546
Accumulated
Depreciation
and
Amortization
Date Acquired
Date
Constructed
9,822
Nov-04
72
May-11
3,883
944
12,635
Mar-05
Nov-06
Dec-06
2004
2006
2001
1888
1985
826
May-11
1981/1983
4,494
5,610
Jun-07
Jun-07
2003
2002
10,207
Mar-04
1976/1984
Useful life
computing
depreciation in
latest income
statement
(years)
15 & 40
40
14 & 40
20 & 40
40
7 & 25
8 & 40
40
40
13 & 40
14 & 40
11, 12 & 40
11 & 40
40
5, 40
2.5, 5 & 40
10 & 40
9, 31, 36 & 40
40
15 & 40
8 & 40
8 & 40
15 & 40
40
9 - 40
40
11, 12 & 40
40
40
40
10 & 40
12, 20 & 40
40
40
8, 15 & 40
40
18 & 40
40
3 & 40
40
40
40
5 & 40
12, 20, 25 & 40
40
40
20 & 40
17 & 40
8 &15
40
16 & 40
17 & 40
2000
2003
2000
2000
1997
2007
1999
2000
1987
1987
2000
1987
1987
2004
1981
1986
2000
2002
1998
1992
1975
1965
1979
1996
1980
1989
1998
2002
1998
1999
1991
1973
2000
1999
2004
2005
1991
2005
1989/2006
1987
1973
1997
2001
1996/1997
10, 16 & 40
2001
1982
1993
40
40
23 & 40
8,439
5,317
10,925
6,857
3,204
5,511
2,790
1,702
6,430
3,039
4,268
3,183
3,660
4,114
1,532
5,041
3,208
1,855
378
725
550
4,220
607
3,197
2,472
5,424
1,507
3,704
1,938
2,891
1,062
1,739
1,072
1,733
4,093
1,028
3,573
626
2,100
11,317
1,896
6,468
13,840
7,378
2,137
230
956
Apr-05
Apr-05
Apr-05
Apr-05
Mar-04
May-07
Mar-00
Nov-01
Dec-99
Jun-07
Apr-05
Jun-07
Jun-07
Feb-04
Dec-06
Jul-88
Dec-06
Jul-03
Dec-06
Dec-06
Dec-06
Dec-06
Aug-87
Jun-07
Jun-07
Dec-04
Nov-01
Jul-04
Dec-06
Dec-06
Dec-06
Dec-06
Dec-97
Dec-01
Jun-07
Jun-07
Jun-07
Dec-05
Jan-06
Feb-88
Dec-06
Apr-05
Jul-04
Dec-03
Jun-07
Dec-06
May-07
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
Real Estate and Accumulated Depreciation and Amortization
Schedule III ($000) - continued
Description
Location
Encumbrances
Land and Land
Estates
Buildings and
Improvements
Total
Accumulated
Depreciation
and
Amortization
Date Acquired
Date
Constructed
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
Retail
San Diego, CA
Port Richey, FL
Honolulu, HI
Galesburg, IL
Lawrence, IN
Minden, LA
Billings, MT
Jefferson, NC
Lexington, NC
Thomasville, NC
Carlsbad, NM
Port Chester, NY
Watertown, NY
Canton, OH
Franklin, OH
Lorain, OH
Lawton, OK
Tulsa, OK
Clackamas, OR
Moncks Corner,
SC
Spartanburg, SC
Chattanooga, TN
Paris, TN
Corpus Christi,
TX
Dallas, TX
Fort Worth, TX
Garland, TX
Greenville, TX
Victoria, TX
Staunton, VA
Lynnwood, WA
Port Orchard, WA
Fairlea, WV
Long Term Lease - Office
Phoenix, AZ
Long Term Lease - Office
Tempe, AZ
Long Term Lease - Office
Lake Forest, CA
Long Term Lease - Office
Lenexa, KS
Long Term Lease - Office
Boston, MA
Long Term Lease - Office
Omaha, NE
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
(5)
Long Term Lease - Office
Las Vegas, NV
(1) (4)
Long Term Lease - Office
Columbus, OH
Long Term Lease - Office
Columbus, OH
Long Term Lease - Office
Carrollton, TX
Long Term Lease - Office
Irving, TX
Long Term Lease - Office
Irving, TX
Long Term Lease - Industrial
Dry Ridge, KY
Long Term Lease - Industrial
Long Term Lease - Industrial
Elizabethtown,
KY
Elizabethtown,
KY
(5)
(5)
(5)
(4)
(4)
(4)
Long Term Lease - Industrial
Hopkinsville, KY
Long Term Lease - Industrial
Owensboro, KY
(4)
Long Term Lease - Industrial
Shreveport, LA
Long Term Lease - Industrial
Byhalia, MS
Long Term Lease - Industrial
Shelby, NC
Long Term Lease - Industrial
Durham, NH
(5)
(5)
557
—
—
491
—
—
—
—
—
—
—
—
822
—
—
1,238
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
578
17,231
7,807
—
—
13,173
8,266
32,152
—
—
12,927
37,340
—
5,226
14,466
2,732
8,484
4,605
19,000
15,000
—
—
13,310
3,040
11,147
2,926
2,141
3,131
2,048
955
2,261
769
1,693
16,399
5,548
4,418
1,721
8,917
1,951
2,879
3,371
1,523
4,167
1,443
794
1,538
3,223
3,168
1,750
3,305
1,449
1,354
3,146
241
2,486
24,632
9,442
17,211
35,941
18,542
10,890
65,263
3,206
12,074
19,946
50,256
34,584
13,113
27,758
5,214
16,785
12,349
22,700
22,488
20,281
21,558
—
1,376
—
560
404
224
273
71
832
208
918
7,086
386
884
722
1,893
663
447
523
13
833
487
247
823
861
756
451
562
300
1,028
488
147
501
4,666
—
3,442
6,909
3,814
2,566
12,099
433
1,594
1,789
7,476
4,889
560
890
352
631
393
860
1,006
1,421
3,464
13,310
1,664
11,147
2,366
1,737
2,907
1,775
884
1,429
561
775
9,313
5,162
3,534
999
7,024
1,288
2,432
2,848
1,510
3,334
956
547
715
2,362
2,412
1,299
2,743
1,149
326
2,658
94
1,985
19,966
9,442
13,769
29,032
14,728
8,324
53,164
2,773
10,480
18,157
42,780
29,695
12,553
26,868
4,862
16,154
11,956
21,840
21,482
18,860
18,094
95
Useful life
computing
depreciation in
latest income
statement
(years)
23 & 40
40
5
12 & 40
40
40
40
40
40
40
40
40
23 & 40
40
40
23 & 40
40
14 & 24
14 & 24
40
40
40
40
40
40
40
40
40
40
40
14 & 24
40
12 & 40
6 & 40
30 & 40
40
15 & 40
40
30 & 40
40
40
40
19 & 40
6 & 40
40
25 & 40
1,609
380
11,147
418
226
41
37
128
180
8
225
2,341
816
894
14
1,041
246
1,991
2,331
203
844
13
101
120
56
55
9
419
306
67
2,176
13
272
6,500
1,735
3,371
5,869
1,764
1,551
6,794
35
262
5,511
10,066
6,403
2,835
May-07
Dec-06
Dec-96
May-07
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
May-07
Nov-01
Dec-06
May-07
Dec-06
Dec-96
Dec-96
Dec-06
Nov-01
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-06
Dec-96
Dec-06
May-07
May-00
Dec-05
Mar-02
July-08
Mar-07
Nov-05
Dec-06
Jul-11
Dec-10
Jun-04
May-07
June-07
Jun-05
1993
1980
1980
1992
1983
1982
1981
1979
1983
1998
1980
1982
1993
1995
1961
1993
1984
1981
1981
1982
1996
1982
1982
1983
1960
1985
1983
1985
1981
1971
1981
1983
1993
1997
1998
2001
2007
1910
1995
1982
1999/2006
2005
2003
1999
1999
1988
6,069
Jun-05
1995/2001
25 & 40
1,098
3,794
2,998
2,616
358
353
3,076
Jun-05
Jun-05
Jun-05
Mar-07
May-11
Jun-11
Jun-07
2001
Various
1998/2000
2006
2011
2011
1986
25 & 40
25 & 40
25 & 40
40
40
11, 20 & 40
40
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
Real Estate and Accumulated Depreciation and Amortization
Schedule III ($000) - continued
Description
Location
Encumbrances
Land and Land
Estates
Buildings and
Improvements
Total
Accumulated
Depreciation
and
Amortization
Date Acquired
Date
Constructed
(5)
(5)
(5)
(5)
(5)
(5)
Long Term Lease - Industrial
Chillicothe, OH
Long Term Lease - Industrial
Glenwillow, OH
Long Term Lease - Industrial
Bristol, PA
Long Term Lease - Retail
Edmonds, WA
Phoenix, AZ
Long Beach, CA
Clinton, CT
Orlando, FL
Palm Beach
Gardens, FL
Honolulu, HI
Hebron, KY
Baltimore, MD
Farmington Hills,
MI
Tulsa, OK
Wilsonville, OR
Antioch, TN
Johnson City, TN
Glen Allen, VA
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Multi-tenanted
Construction in progress
Investment in real estate
under construction
—
16,340
—
—
—
—
—
9,975
—
—
—
—
17,994
7,119
—
—
—
19,188
—
—
736
2,228
2,508
—
1,831
15,016
—
3,538
3,578
21,094
1,615
37,565
2,765
1,642
751
3,847
1,214
2,362
—
—
9,021
24,530
15,815
3,947
14,892
48,001
—
9,019
18,258
13,324
8,125
150,545
9,196
3,261
4,808
9,801
7,978
29,555
—
—
9,757
26,758
18,323
3,947
16,723
63,017
—
12,557
21,836
34,418
9,740
188,110
11,961
4,903
5,559
13,648
9,192
31,917
4,056
32,829
111
3,338
3,793
550
388
881
—
2,881
Oct-11
Dec-06
Mar-98
Dec-06
Nov-01
Dec-06
Dec-06
Jan-07
5,152
May-98
1,647
3,213
30,348
442
—
400
192
1,059
8,083
—
—
Dec-06
Mar-98
Dec-06
Jun-07
Apr-05
Aug-11
May-07
Dec-06
Jun-07
—
—
1995
1996
1982
1981
1995/1994
1981
1971
2003
1996
1917/1955/
1960/1980
1987
1973
1999
2000
1980
1983
1983
1998
—
—
Useful life
computing
depreciation in
latest income
statement
(years)
6, 15 & 26
40
10, 30 & 40
40
5 - 40
4, 9, 10 & 40
40
12 & 40
11 - 40
40
6, 12 & 40
5, 10, 25 & 40
2, 13 & 40
11 & 40
5
5 - 40
40
5 - 40
—
—
Subtotal
1,297,649
522,039
2,646,151
3,205,075
638,368
(1)
(2)
(3)
25,000
34,355
9,000
$
1,366,004
$
522,039
$
2,646,151
$
3,205,075
$
638,368
(1) - Properties are cross-collateralized for a $25,000 secured term loan at 12/31/11.
(2) - Certain equity interests are pledged as collateral.
(3) - Property is classified as a capital lease.
(4) - Properties are cross-collaterized properties.
(5) - Properties are collateral for the Company's new secured revolving credit facility and secured term loan.
96
LEXINGTON REALTY TRUST AND CONSOLIDATED SUBSIDIARIES
Real Estate and Accumulated Depreciation and Amortization
Schedule III ($000) - continued
(A) The initial cost includes the purchase price paid directly or indirectly by the Company and pre-2009 acquisition fees
and expenses. The total cost basis of the Company's properties at December 31, 2011 for federal income tax purposes
was approximately $3.6 billion.
Reconciliation of real estate owned:
Balance at the beginning of year
Additions in real estate under construction, net
Additions during year
Properties sold during year
Reclassified held for sale properties
Properties impaired during the year
Translation adjustment on foreign currency
Other reclassifications
Balance at end of year
Reconciliation of accumulated depreciation and amortization:
Balance at the beginning of year
Depreciation and amortization expense
Accumulated depreciation and amortization of properties
sold, impaired and held for sale during year
Translation adjustment on foreign currency
Other reclassifications
Balance at end of year
2011
2010
2009
$
$
$
$
3,374,844
21,571
143,382
(230,397)
—
(103,727)
—
(598)
3,205,075
601,239
114,247
(76,939)
—
(179)
638,368
$
$
$
$
3,552,806
11,258
46,994
(221,875)
(9,381)
(3,327)
(1,432)
(199)
3,374,844
537,406
115,553
(51,478)
(242)
—
601,239
$
$
$
$
3,756,188
—
42,818
(217,923)
—
(27,271)
467
(1,473)
3,552,806
461,661
113,828
(36,749)
89
(1,423)
537,406
97
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in
Rule 13a-15(e) or 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report was made under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer
who are our Principal Executive Officer and our Principal Financial/Accounting Officer, respectively. Based upon this evaluation,
our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures (a) are
effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely
recorded, processed, summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Management's Report on Internal Control Over Financial Reporting, which appears on page 55 of this Annual Report, is
incorporated herein by reference.
Attestation Report of our Independent Registered Public Accounting Firm
The Report of our Independent Registered Public Accounting Firm constituting the Attestation Report of our Independent
Registered Public Accounting Firm, which appears on page 57 of this Annual Report, is incorporated herein by reference.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during
the fourth quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Item 9B. Other Information
Not applicable.
98
PART III.
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers of the Registrant
The following sets forth certain information relating to our executive officers:
Name
E. Robert Roskind
Age 66
Richard J. Rouse
Age 66
T. Wilson Eglin
Age 47
Patrick Carroll
Age 48
Paul R. Wood
Age 51
Business Experience
Mr. Roskind, our Chairman since March 2008, previously served as Co-Vice Chairman
from December 2006 to March 2008, Chairman from October 1993 to December 2006
and Co-Chief Executive Officer from October 1993 to January 2003. He founded The
LCP Group, L.P., a real estate advisory firm, in 1973 and has been its Chairman since
1976. Mr. Roskind also serves as Chairman of Crescent Hotels and Resorts and as a
member of the Board of Directors of Consonant REIT Advisors, the external advisor to
Invincible Investment Corporation, a Japanese real estate investment trust listed on the
Tokyo Stock Exchange.
Mr. Rouse, our Vice Chairman since March 2008 and our Chief Investment Officer since
January 2003, previously served as one of our trustees from October 1993 to May 2010,
our Co-Vice Chairman from December 2006 to March 2008, our President from October
1993 to April 1996 and our Co-Chief Executive Officer from October 1993 to January
2003.
Mr. Eglin has served as our Chief Executive Officer since January 2003, our President
since April 1996 and as a trustee since May 1994. He served as one of our Executive
Vice Presidents from October 1993 to April 1996 and our Chief Operating Officer from
October 1993 to December 2010.
Mr. Carroll has served as our Chief Financial Officer since May 1998, our Treasurer
since January 1999 and one of our Executive Vice Presidents since January 2003. Prior
to joining us, Mr. Carroll was, from 1986 to 1998, in the real estate practice of Coopers
& Lybrand L.L.P., a public accounting firm that was one of the predecessors of
PricewaterhouseCoopers LLP.
Mr. Wood served as our Chief Accounting Officer from October 1993 to December
2010, and has served as one of our Vice Presidents and our Secretary since 1993 and
our Chief Tax Compliance Officer since January 2011.
The information relating to our Code of Business Conduct and Ethics, is included in Part I, Item 1 of this Annual Report. The
information relating to our trustees, including the audit committee of our Board of Trustees and our Audit Committee financial expert,
and certain information relating to our executive officers will be in our Definitive Proxy Statement for our 2012 Annual Meeting of
Shareholders, which we refer to as our Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
The information required to be furnished pursuant to this item will be set forth under the appropriate captions in the Proxy
Statement, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required to be furnished pursuant to this item will be set forth under the appropriate captions in the Proxy
Statement, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required to be furnished pursuant to this item will be set forth under the appropriate captions in the Proxy
Statement, and is incorporated herein by reference. In addition, certain information regarding related party transactions is set forth
in note 17 to the Consolidated Financial Statements beginning on page 87 of this Annual Report.
Item 14. Principal Accounting Fees and Services
The information required to be furnished pursuant to this item will be set forth under the appropriate captions in the Proxy
Statement, and is incorporated herein by reference.
99
Item 15. Exhibits, Financial Statement Schedules
(a)(1) Financial Statements
(2) Financial Statement Schedule
(3) Exhibits
Exhibit No.
Description
Page
54
93
100
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11
3.12
3.13
3.14
3.15
3.16
3.17
3.18
3.19
3.20
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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)
Articles Supplementary Relating to the 7.55% Series D Cumulative Redeemable Preferred Stock, par
value $.0001 per share (filed as Exhibit 3.3 to the Company’s Registration Statement on Form 8A filed
February 14, 2007 (the “02/14/07 Registration Statement”))(1)
Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the 01/08/07 8-K)(1)
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)
Fifth Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund L.P.
(“LCIF”), dated as of December 31, 1996, as supplemented (the “LCIF Partnership Agreement”) (filed
as Exhibit 3.3 to the Company’s Registration Statement on Form S-3/A filed September 10, 1999 (the
“09/10/99 Registration Statement”))(1)
Amendment No. 1 to the LCIF Partnership Agreement dated as of December 31, 2000 (filed as Exhibit
3.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed
February 26, 2004 (the “2003 10-K”))(1)
First Amendment to the LCIF Partnership Agreement effective as of June 19, 2003 (filed as Exhibit 3.12
to the 2003 10-K)(1)
Second Amendment to the LCIF Partnership Agreement effective as of June 30, 2003 (filed as Exhibit
3.13 to the 2003 10-K)(1)
Third Amendment to the LCIF Partnership Agreement effective as of December 31, 2003 (filed as
Exhibit 3.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004,
filed on March 16, 2005 (the “2004 10-K”))(1)
Fourth Amendment to the LCIF Partnership Agreement effective as of October 28, 2004 (filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 4, 2004)(1)
Fifth Amendment to the LCIF Partnership Agreement effective as of December 8, 2004 (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed December 14, 2004 (the “12/14/04 8-K”))(1)
Sixth Amendment to the LCIF Partnership Agreement effective as of June 30, 2003 (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed January 3, 2005 (the “01/03/05 8-K”))(1)
Seventh Amendment to the LCIF Partnership Agreement (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed November 3, 2005)(1)
Eighth Amendment to the LCIF Partnership Agreement effective as of March 26, 2009 (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed April 27, 2009 (the “4/27/09 8-K”)(1)
Second Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund II
L.P. (“LCIF II”), dated as of August 27, 1998 the (“LCIF II Partnership Agreement”) (filed as Exhibit
3.4 to the 9/10/99 Registration Statement)(1)
First Amendment to the LCIF II Partnership Agreement effective as of June 19, 2003 (filed as Exhibit
3.14 to the 2003 10-K)(1)
Second Amendment to the LCIF II Partnership Agreement effective as of June 30, 2003 (filed as Exhibit
3.15 to the 2003 10-K)(1)
Third Amendment to the LCIF II Partnership Agreement effective as of December 8, 2004 (filed as
Exhibit 10.2 to 12/14/04 8-K)(1)
Fourth Amendment to the LCIF II Partnership Agreement effective as of January 3, 2005 (filed as
Exhibit 10.2 to 01/03/05 8-K)(1)
Fifth Amendment to the LCIF II Partnership Agreement effective as of July 23, 2006 (filed as Exhibit
99.5 to the Company’s Current Report on Form 8-K filed July 24, 2006)(1)
100
3.21
3.22
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
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Sixth Amendment to the LCIF II Partnership Agreement effective as of December 20, 2006 (filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 22, 2006)(1)
Seventh Amendment to the LCIF II Partnership Agreement effective as of March 26, 2009 (filed as
Exhibit 10.2 to the 4/27/09 8-K)(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)
Form of 8.05% Series B Cumulative Redeemable Preferred Stock certificate (filed as Exhibit 4.1 to the
Company’s Registration Statement on Form 8A filed June 17, 2003)(1)
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)
Form of 7.55% Series D Cumulative Redeemable Preferred Stock certificate (filed as Exhibit 4.1 to the
02/14/07 Registration Statement)(1)
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)
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 on March 27, 2007 (the “03/27/2007
8-K”))(1)
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)
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 Report on Form 8-K filed on January 2, 2009 (the “01/02/09 8-K”))(1)
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 on June 15, 2009)(1)
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)
1994 Employee Stock Purchase Plan (filed as Exhibit D to the Company’s Definitive Proxy Statement
dated April 12, 1994)(1, 4)
The Company’s 2011 Equity-Based Award Plan (filed as Exhibit 10.1 to the Company's Current Report
on Form 8-K/A filed June 22, 2011)(1, 4)
Form of Compensation Agreement (Long-Term Compensation) between the Company and each of the
following officers: Richard J. Rouse and Patrick Carroll (filed as Exhibit 10.15 to the 2004 10-K)(1, 4)
Form of Compensation Agreement (Bonus and Long-Term Compensation) between the Company and
each of the following officers: E. Robert Roskind and T. Wilson Eglin (filed as Exhibit 10.16 to the
2004 10-K)(1, 4)
Form of Share Option Award Agreement (filed as Exhibit 10.3 to the Company’s Current Report on
Form 8-K/A filed on November 24, 2010)(1, 4)
Form of 2010 Share Option Award Agreement (filed as Exhibit 10.2 to the Company’s Current Report
on Form 8-K/A filed November 24, 2010)(1, 4)
Form of December 2010 Share Option Award Agreement (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed January 6, 2011(1,4)
Amended and Restated Rabbi Trust Agreement, originally dated January 26, 1999 (filed as Exhibit 10.2
to the 01/02/09 8-K)(1, 4)
Form of 2011 Nonvested Share Agreement (filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K filed on January 6, 2012 (the "01/06/12 8-K")(1,4)
Employment Agreement, dated as of January 15, 2012, between the Company and E. Robert Roskind
(2,4)
—
Employment Agreement, dated as of January 15, 2012, between the Company and T. Wilson Eglin (2,4)
—
Employment Agreement, dated as of January 15, 2012, between the Company and Richard J. Rouse
(2,4)
101
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
12
14.1
21
—
Employment Agreement, dated as of January 15, 2012, between the Company and Patrick Carroll (2,4)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Long-Term Nonvested Share Agreement dated as of January 12, 2012, between the Company and T.
Wilson Eglin (2,4)
Form of Amended and Restated Indemnification Agreement between the Company and certain officers
and trustees (filed as Exhibit 10.20 to the Company’s Quarterly Report Form 10-Q for the quarter ended
September 30, 2008)(1)
Amended and Restated Credit Agreement, dated as of January 13, 2012 among the Company, LCIF and
LCIF II as borrowers, certain subsidiaries of the Company, as guarantors, KeyBank National
Association, as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed January 17, 2012 (the "01/17/12 8-K"))(1)
Term Loan Agreement, dated as of January 13, 2012 among the Company, LCIF and LCIF II, as
borrowers, certain subsidiaries of the Company, as guarantors, Wells Fargo Bank, National Association,
as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.2 to the
01/17/12 8-K)(1)
Intercreditor Agreement, dated as of January 13, 2012, among the Company, LCIF, LCIF II, the other
grantors party thereto, KeyBank, National Association, and Wells Fargo Bank, National Association
(filed as Exhibit 10.3 to the 01/17/12 8-K)(1)
Funding Agreement, dated as of July 23, 2006, by and among LCIF, LCIF II and the Company (filed as
Exhibit 99.4)(1)
Letter Agreement among the Company (as successor by merger), Apollo Real Estate Investment Fund
III, L.P., NKT Advisors LLC, Vornado Realty Trust, VNK Corp., Vornado Newkirk LLC, Vornado MLP
GP LLC and WEM-Brynmawr Associates LLC (filed as Exhibit 10.15 to Amendment No. 5 to Newkirk
Registration Statement on Form S-11/A filed October 28, 2005 (“Amendment No. 5 to NKT’s S-11”))
(1)
Amendment to the Letter Agreement among the Company (as successor by merger), Apollo Real Estate
Investment Fund III, L.P., NKT Advisors LLC, Vornado Realty Trust, Vornado Realty L.P., VNK Corp.,
Vornado Newkirk LLC, Vornado MLP GP LLC, and WEM-Brynmawr Associates LLC (filed as Exhibit
10.25 to Amendment No. 5 to Newkirk’s S-11)(1)
Second Amended and Restated Ownership Limit Waiver Agreement (Vornado), dated as of December 6,
2010, between the Company and Vornado Realty, L.P. (together with certain affiliates) (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on December 6, 2010)(1)
Ownership Limitation Waiver Agreement (BlackRock), dated as of November 18, 2010 (filed as of
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 24, 2010 (the “11/24/10
8-K”)(1)
Ownership Limitation Waiver Agreement (Cohen & Steers), dated as of November 18, 2010 (filed as
Exhibit 10.2 to the 11/24/10 8-K)(1)
First Amendment to Ownership Limitation Waiver Agreement (Cohen & Steers), dated as of April 19,
2011 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 25, 2011)(1)
Amended and Restated Registration Rights Agreement, dated as of November 3, 2008, between the
Company and Vornado Realty, L.P. and Vornado LXP LLC (filed as Exhibit 10.3 to the 11/06/08 8-K)(1)
Registration Rights Agreement, dated as of January 29, 2007, among the Company, LCIF, LCIF II, Net
3, Lehman Brothers Inc. and Bear, Stearns & Co. Inc., for themselves and on behalf of the initial
purchasers named therein (filed as Exhibit 4.3 to the 01/29/07 8-K)(1)
Registration Rights Agreement, dated as of March 9, 2007, among the MLP, the Company, LCIF, LCIF
II, Net 3, Lehman Brothers Inc. and Bear, Stearns & Co. Inc., for themselves and on behalf of the initial
purchasers named therein (filed as Exhibit 4.4 to the 03/09/07 8-K)(1)
Second Amendment and Restated Limited Partnership Agreement of Net Lease Strategic Assets fund
L.P. (“NLSAF”), dated as of February 20, 2008, among LMLP GP LLC, the Company (as successor by
merger) Inland American (Net Lease) Sub, LLC (filed as Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on February 21, 2008)(1)
Management Agreement, dated as of August 10, 2007, between NLSAF and Lexington Realty Advisors,
Inc. (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on August 17, 2007)(1)
Funding Agreement dated as of July 23, 2006, by and among LCIF, LCIF II and the Company (filed as
Exhibit 99.4 to Company’s Current Report on Form 8-K filed on July 24, 2006)(1)
Statement of Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends (2)
Amended and Restated Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the Company's
Current Report on Form 8-K filed on December 8, 2010)(1)
List of subsidiaries (2)
102
23.1
23.2
23.3
31.1
31.2
32.1
32.2
99.1
99.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
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—
—
—
—
—
—
—
—
—
—
—
—
—
—
Consent of KPMG LLP (2)
Consent of Pricewaterhouse Coopers LLP (2)
Consent of KPMG (2)
Certification of Chief Executive Officer 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)
Certification of Chief Financial Officer 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)
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(3)
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(3)
Financial statements and related financial statement schedule of Net Lease Strategic Assets Fund L.P.
(2)
Financial statements and related financial statement schedule of Lex-Win Concord LLC (2)
XBRL Instance Document (2, 5)
XBRL Taxonomy Extension Schema (2, 5)
XBRL Taxonomy Extension Calculation Linkbase (2, 5)
XBRL Taxonomy Extension Definition Linkbase Document (2, 5)
XBRL Taxonomy Extension Label Linkbase Document (2, 5)
XBRL Taxonomy Extension Presentation Linkbase Document (2, 5)
(1)
(2)
(3)
(4)
(5)
Incorporated by reference.
Filed herewith.
Furnished herewith.
Management contract or compensatory plan or arrangement.
The XBRL related information in this Annual Report, Exhibit 101, is not 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 is not part of any
registration statement to which it may relate, and is not 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.
103
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
Dated: February 28, 2012
Lexington Realty Trust
By:
/s/ T. Wilson Eglin
T. Wilson Eglin
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T.
Wilson Eglin and Patrick Carroll, and each of them severally, his true and lawful attorney-in-fact with power of substitution and
resubstitution to sign in his name, place and stead, in any and all capacities, to do any and all things and execute any and all
instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations
and requirements of the U.S. Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any
and all amendments hereto, as fully for all intents and purposes as he might or could do in person, and hereby ratifies and confirms
all said attorneys-in-fact and agents, each acting alone, and his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
/s/ E. Robert Roskind
E. Robert Roskind
/s/ Richard J. Rouse
Richard J. Rouse
/s/ T. Wilson Eglin
T. Wilson Eglin
/s/ Patrick Carroll
Patrick Carroll
/s/ Paul R. Wood
Paul R. Wood
/s/ Clifford Broser
Clifford Broser
/s/ Harold First
Harold First
/s/ Richard S. Frary
Richard S. Frary
/s/ James Grosfeld
James Grosfeld
/s/ Kevin W. Lynch
Kevin W. Lynch
Title
Chairman
Vice Chairman
and Chief Investment Officer
Chief Executive Officer, President
and Trustee
Chief Financial Officer, Treasurer and
Executive Vice President
Vice President, Chief Tax Compliance Officer
and Secretary
Trustee
Trustee
Trustee
Trustee
Trustee
Each dated: February 28, 2012
104
CERTIFICATION
Exhibit 31.1
I, T. Wilson Eglin, certify that:
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Lexington Realty Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
February 28, 2012
/s/ T. Wilson Eglin
T. Wilson Eglin
Chief Executive Officer
CERTIFICATION
Exhibit 31.2
I, Patrick Carroll, certify that:
1.
2.
3.
4.
I have reviewed this report on Form 10-K of Lexington Realty Trust;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:
a)
b)
c)
d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over
financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a)
b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize
and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
February 28, 2012
/s/ Patrick Carroll
Patrick Carroll
Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Lexington Realty Trust on Form 10-K for the period ended December 31, 2011 as filed
with the Securities and Exchange Commission on the date hereof, I, T. Wilson Eglin, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results
of operations of the issuer.
/s/ T. Wilson Eglin
T. Wilson Eglin
Chief Executive Officer
February 28, 2012
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Lexington Realty Trust on Form 10-K for the period ended December 31, 2011 as filed
with the Securities and Exchange Commission on the date hereof, I, Patrick Carroll, certify, pursuant to 18 U.S.C. § 1350, as
adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results
of operations of the issuer.
/s/ Patrick Carroll
Patrick Carroll
Chief Financial Officer
February 28, 2012
Comparison of Cumulative Five Year Total Return (as provided by S&P Capital IQ)
(cid:31)
Comparison of Cumulative Total Return
$150
$100
$50
Lexington Realty Trust
S&P 500 Index
Russell 2000 Index
NAREIT Equity REIT Index
`
$0
2006
2007
2008
2009
2010
2011
Company / Index
Lexington Realty Trust
S&P 500 Index
Russell 2000 Index
NAREIT Equity REIT Index
Base
Period
2006
100
100
100
100
INDEXED RETURNS
Years Ending
2007
2008
2009
2010
2011
80.11
105.49
98.43
84.31
30.47
66.46
65.18
52.50
44.16
84.05
82.89
67.20
61.31
96.71
105.14
85.98
61.26
98.76
100.75
93.11
CORPORATE INFORMATION
NON-EMPLOYEE TRUSTEES
EXECUTIVE OFFICERS
Clifford Broser, Senior Vice President, Vornado Realty Trust
Harold First (1, 3, 4), Financial Consultant
E. Robert Roskind
Chairman
Richard S. Frary (1, 2, 3, 4), Founding Partner, Tallwood Associates, Inc
James Grosfeld (2, 3, 4), Private Investor
Kevin W. Lynch (1, 2, 4, 5), Principal, The Townsend Group
Carl D. Glickman (Trustee Emeritus), President, The Glickman Organization
1 Audit Committee Member
2 Compensation Committee Member
3 Nominating and Corporate Governance Committee
4 Independent
5 Lead Trustee
T. Wilson Eglin
Chief Executive Officer, President and a Trustee
Richard J. Rouse
Vice Chairman and Chief Investment Officer
Patrick Carroll
Chief Financial Officer, Executive Vice President
and Treasurer
Paul R. Wood
Vice President, Chief Tax Compliance Officer and
Secretary
CORPORATE HEADQUARTERS
Lexington Realty Trust
One Penn Plaza, Suite 4015
New York, NY 10119
Tel: (212) 692-7200
Fax: (212) 594-6600
REGIONAL OFFICES
Chicago
Dallas
filed
10-K CERTIFICATION AND FILING
Lexington Realty Trust
the
certifications required by section 302 of
the Sarbanes-Oxley Act of 2002 as an
exhibit to its Annual Report on Form 10-
K for the year ended December 31, 2011.
in 2011,
In addition,
the Company
submitted an unqualified certification
required by section 303A.12 (a) of the
Listed Company Manual of the New
York Stock Exchange.
ANNUAL MEETING
The Annual Meeting for Shareholders is
scheduled for Tuesday, May 15, 2012 at
10:00 a.m., at the offices of Paul Hastings
LLP, 75 East 55th Street, New York, NY.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking
statements that are subject to risk and
uncertainty. Reference is made to “Risk
Factors” in the Company’s Annual Report
on Form 10-K for the year ended December
31, 2011, which is included in this annual
report, for discussion of certain factors that
might cause actual
to differ
materially from those set forth in the
forward-looking statements.
results
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR
YEAR ENDED DECEMBER 31, 2011
KPMG LLP
New York, NY
TRANSFER AGENT & REGISTRAR
Computershare Shareowner Services LLC
480 Washington Boulevard
Jersey City, NJ 07310-1900
Tel: (800) 850-3948 (toll-free)
Tel: (201) 680-6578
www.bnymellon.com/shareowner/equityaccess
SHARES LISTED
New York Stock Exchange Symbol:
LXP Common
LXP_pb Preferred
LXP_pc Preferred
LXP_pd Preferred
DIVIDEND REINVESTMENT PLAN
Information regarding the Company’s Dividend
Reinvestment Plan may be obtained from
Computershare. Answers to many of your
shareholder questions and requests for forms
are available by visiting
www.bnymellon.com/shareowner/equityaccess