þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Maryland | 13-3717318 | |
(State or other jurisdiction of
|
(I.R.S. Employer |
|
incorporation or organization) | Identification No.) |
One Penn Plaza Suite 4015 | ||
New York, NY | 10119 | |
(Address of principal executive offices)
|
(Zip code) |
September 30, | December 31, | |||||||
2007 | 2006 | |||||||
Assets: |
||||||||
Real estate, at cost |
$ | 4,630,170 | $ | 3,747,156 | ||||
Less: accumulated depreciation and amortization |
387,237 | 276,129 | ||||||
4,242,933 | 3,471,027 | |||||||
Properties held for sale discontinued operations |
159,982 | 69,612 | ||||||
Intangible assets, net |
609,000 | 468,244 | ||||||
Cash and cash equivalents |
260,487 | 97,547 | ||||||
Investment in and advances to non-consolidated entities |
173,742 | 247,045 | ||||||
Deferred expenses, net |
39,600 | 16,084 | ||||||
Notes receivable |
41,968 | 50,534 | ||||||
Rent receivable current |
27,525 | 53,744 | ||||||
Rent receivable deferred |
19,012 | 29,410 | ||||||
Investment in marketable equity securities |
4,276 | 32,036 | ||||||
Other assets |
88,966 | 89,574 | ||||||
$ | 5,667,491 | $ | 4,624,857 | |||||
Liabilities and Shareholders Equity: |
||||||||
Liabilities: |
||||||||
Mortgages and notes payable |
$ | 2,631,225 | $ | 2,126,810 | ||||
Exchangeable notes payable |
450,000 | | ||||||
Trust notes payable |
200,000 | | ||||||
Contract rights payable |
13,133 | 12,231 | ||||||
Dividends payable |
30,884 | 44,948 | ||||||
Liabilities discontinued operations |
100,672 | 6,064 | ||||||
Accounts payable and other liabilities |
41,037 | 25,877 | ||||||
Accrued interest payable |
15,442 | 10,818 | ||||||
Deferred revenue below market leases |
263,801 | 362,815 | ||||||
Prepaid rent |
21,171 | 10,109 | ||||||
3,767,365 | 2,599,672 | |||||||
Minority interests |
789,519 | 902,741 | ||||||
4,556,884 | 3,502,413 | |||||||
Commitments and contingencies (notes 12 and 13) |
||||||||
Shareholders equity: |
||||||||
Preferred shares, par value $0.0001 per share; authorized 100,000,000 shares, |
||||||||
Series B Cumulative Redeemable Preferred, liquidation preference $79,000, 3,160,000 shares issued and
outstanding |
76,315 | 76,315 | ||||||
Series C Cumulative Convertible Preferred, liquidation preference $155,000, 3,100,000 shares issued
and outstanding |
150,589 | 150,589 | ||||||
Series D Cumulative Redeemable Preferred, liquidation preference $155,000, 6,200,000 shares issued and
outstanding in 2007 |
149,774 | | ||||||
Special Voting Preferred Share, par value $0.0001 per share; authorized, issued and outstanding 1 share |
| | ||||||
Common shares, par value $0.0001 per share; authorized 400,000,000 shares, 63,598,112 and 69,051,781
shares issued and outstanding in 2007 and 2006, respectively |
6 | 7 | ||||||
Additional paid-in-capital |
1,077,707 | 1,188,900 | ||||||
Accumulated distributions in excess of net income |
(341,243 | ) | (294,640 | ) | ||||
Accumulated other comprehensive income (loss) |
(2,541 | ) | 1,273 | |||||
1,110,607 | 1,122,444 | |||||||
$ | 5,667,491 | $ | 4,624,857 | |||||
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Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Gross revenues: |
||||||||||||||||
Rental |
$ | 113,988 | $ | 42,482 | $ | 293,377 | $ | 125,860 | ||||||||
Advisory and incentive fees |
239 | 1,127 | 12,182 | 3,527 | ||||||||||||
Tenant reimbursements |
10,128 | 4,185 | 22,300 | 12,229 | ||||||||||||
Total gross revenues |
124,355 | 47,794 | 327,859 | 141,616 | ||||||||||||
Expense applicable to revenues: |
||||||||||||||||
Depreciation and amortization |
(67,211 | ) | (19,143 | ) | (174,130 | ) | (56,843 | ) | ||||||||
Property operating |
(18,031 | ) | (7,858 | ) | (42,868 | ) | (22,325 | ) | ||||||||
General and administrative |
(7,547 | ) | (5,383 | ) | (28,707 | ) | (15,852 | ) | ||||||||
Non-operating income |
2,673 | 963 | 7,644 | 7,669 | ||||||||||||
Interest and amortization expense |
(50,347 | ) | (16,306 | ) | (120,390 | ) | (49,035 | ) | ||||||||
Debt satisfaction charges |
| (510 | ) | | (216 | ) | ||||||||||
Impairment loss |
| | | (1,121 | ) | |||||||||||
Income (loss) before provision for income taxes, minority interests, equity in
earnings of non-consolidated entities and discontinued operations |
(16,108 | ) | (443 | ) | (30,592 | ) | 3,893 | |||||||||
Provision for income taxes |
(410 | ) | (178 | ) | (2,646 | ) | (24 | ) | ||||||||
Minority interests share of (income) loss |
1,966 | 3 | (8,630 | ) | (704 | ) | ||||||||||
Equity in earnings of non-consolidated entities |
4,054 | 1,029 | 45,951 | 3,145 | ||||||||||||
Income (loss) from continuing operations |
(10,498 | ) | 411 | 4,083 | 6,310 | |||||||||||
Discontinued operations: |
||||||||||||||||
Income from discontinued operations |
6,029 | 2,576 | 17,728 | 8,278 | ||||||||||||
(Provision) benefit for income taxes |
(2 | ) | 1 | (2,623 | ) | (73 | ) | |||||||||
Debt satisfaction (charges) gains |
(3,596 | ) | 15 | (3,685 | ) | 5,779 | ||||||||||
Gains on sales of properties |
26,980 | 1,920 | 39,808 | 18,836 | ||||||||||||
Impairment charge |
| (28,209 | ) | | (28,209 | ) | ||||||||||
Minority interests share of (income) loss |
(4,450 | ) | 5,691 | (9,694 | ) | 3,081 | ||||||||||
Total discontinued operations |
24,961 | (18,006 | ) | 41,534 | 7,692 | |||||||||||
Net income (loss) |
14,463 | (17,595 | ) | 45,617 | 14,002 | |||||||||||
Dividends attributable to preferred shares Series B |
(1,590 | ) | (1,590 | ) | (4,770 | ) | (4,770 | ) | ||||||||
Dividends attributable to preferred shares Series C |
(2,519 | ) | (2,519 | ) | (7,556 | ) | (7,556 | ) | ||||||||
Dividends attributable to preferred shares Series D |
(2,925 | ) | | (7,372 | ) | | ||||||||||
Net income (loss) allocable to common shareholders |
$ | 7,429 | $ | (21,704 | ) | $ | 25,919 | $ | 1,676 | |||||||
Income (loss) per common share basic: |
||||||||||||||||
Income (loss) from continuing operations, after preferred
dividends |
$ | (0.27 | ) | $ | (0.07 | ) | $ | (0.24 | ) | $ | (0.12 | ) | ||||
Income (loss) from discontinued operations |
0.39 | (0.35 | ) | 0.63 | 0.15 | |||||||||||
Net income (loss) allocable to common shareholders |
$ | 0.12 | $ | (0.42 | ) | $ | 0.39 | $ | 0.03 | |||||||
Weighted average common shares outstanding basic |
63,458,167 | 52,279,750 | 65,735,321 | 52,081,514 | ||||||||||||
Income (loss) per common share diluted: |
||||||||||||||||
Income (loss) from continuing operations, after preferred
dividends |
$ | (0.27 | ) | $ | (0.07 | ) | $ | (0.24 | ) | $ | (0.12 | ) | ||||
Income (loss) from discontinued operations |
0.39 | (0.35 | ) | 0.63 | 0.15 | |||||||||||
Net income (loss) allocable to common shareholders |
$ | 0.12 | $ | (0.42 | ) | $ | 0.39 | $ | 0.03 | |||||||
Weighted average common shares outstanding diluted |
63,458,167 | 52,279,750 | 65,735,321 | 52,081,514 | ||||||||||||
3
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income (loss) |
$ | 14,463 | $ | (17,595 | ) | $ | 45,617 | $ | 14,002 | |||||||
Other comprehensive income (loss): |
||||||||||||||||
Change in unrealized gain (loss) in marketable equity securities |
(1,140 | ) | 739 | (1,661 | ) | 647 | ||||||||||
Change in unrealized gain in foreign currency translation |
249 | 351 | 290 | 494 | ||||||||||||
Change in unrealized loss from non-consolidated entities |
(2,443 | ) | | (2,443 | ) | | ||||||||||
Comprehensive income (loss) |
$ | 11,129 | $ | (16,505 | ) | $ | 41,803 | $ | 15,143 | |||||||
4
2007 | 2006 | |||||||
Net cash provided by operating activities |
$ | 235,893 | $ | 85,066 | ||||
Cash flows from investing activities: |
||||||||
Acquisition of interest in certain non-consolidated entities |
(366,614 | ) | | |||||
Investment in real estate, including intangibles |
(140,559 | ) | (60,160 | ) | ||||
Acquisitions of additional interests in LSAC |
(24,199 | ) | | |||||
Issuance of notes receivable affiliate |
| (8,300 | ) | |||||
Collection of notes receivable affiliate |
| 8,300 | ||||||
Investment in notes receivable |
| (11,144 | ) | |||||
Net proceeds from sale/transfer of properties |
225,915 | 58,554 | ||||||
Proceeds from the sale of marketable equity securities |
27,698 | | ||||||
Real estate deposits |
(722 | ) | (4,008 | ) | ||||
Principal payments received on loan receivable |
8,429 | | ||||||
Distributions from non-consolidated entities in excess of accumulated earnings |
5,032 | 15,831 | ||||||
Investment in and advances to / from non-consolidated entities |
(71,308 | ) | (9,710 | ) | ||||
Investment in marketable equity securities |
(723 | ) | (5,019 | ) | ||||
Increase in deferred leasing costs |
(3,823 | ) | (1,358 | ) | ||||
Decrease (increase) in escrow deposits |
24,455 | (1,433 | ) | |||||
Net cash used in investing activities |
(316,419 | ) | (18,447 | ) | ||||
Cash flows from financing activities: |
||||||||
Dividends to common and preferred shareholders |
(106,374 | ) | (70,191 | ) | ||||
Principal payments on debt, excluding normal amortization |
(650,202 | ) | (64,412 | ) | ||||
Dividend reinvestment plan proceeds |
5,652 | 9,305 | ||||||
Principal amortization payments |
(63,553 | ) | (21,828 | ) | ||||
Proceeds of mortgages and notes payable |
246,965 | 97,185 | ||||||
Proceeds from term loan |
225,000 | | ||||||
Proceeds from trust preferred notes |
200,000 | | ||||||
Proceeds from exchangeable notes |
450,000 | | ||||||
Increase in deferred financing costs |
(18,591 | ) | (926 | ) | ||||
Contributions from minority partners |
79 | 810 | ||||||
Cash distributions to minority partners |
(67,522 | ) | (5,976 | ) | ||||
Proceeds from the sale of common and preferred shares, net |
149,898 | 186 | ||||||
Repurchase of common shares |
(143,709 | ) | (1,352 | ) | ||||
Partnership units repurchased |
(3,602 | ) | (116 | ) | ||||
Net cash provided by (used in)
financing activities |
224,041 | (57,315 | ) | |||||
Cash acquired in co-investment program acquisition |
20,867 | | ||||||
Cash associated with sale of interest in entity |
(1,442 | ) | | |||||
Change in cash and cash equivalents |
162,940 | 9,304 | ||||||
Cash and cash equivalents, at beginning of period |
97,547 | 53,515 | ||||||
Cash and cash equivalents, at end of period |
$ | 260,487 | $ | 62,819 | ||||
5
(1) | The Company | |
Lexington Realty Trust (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 net leased office, industrial and retail properties and provides investment advisory and asset management services to investors in the net lease area. As of September 30, 2007, the Company owned or had interests in approximately 325 consolidated properties in 44 states and the Netherlands. The real properties owned by the Company are generally subject to net leases to tenants, however, certain leases provide that the Company is responsible for certain operating expenses. | ||
On December 31, 2006, the Company completed its merger with Newkirk Realty Trust, Inc., or Newkirk (the Newkirk Merger). Newkirks primary business was similar to the primary business of the Company. All of Newkirks operations were conducted and all of its assets were held through its master limited partnership, The Newkirk Master Limited Partnership (MLP). Newkirk was the general partner and owned 31.0% of the units of limited partnership in the MLP (the MLP units). In connection with the Newkirk Merger, the Company changed its name to Lexington Realty Trust, the MLP was renamed The Lexington Master Limited Partnership and an affiliate of the Company became the general partner of the MLP and another affiliate of the Company became the holder of a 31.0% ownership interest in the MLP. As of September 30, 2007, the Company had a 41.5% ownership interest in the MLP. | ||
In the Newkirk Merger, Newkirk merged with and into the Company, with the Company as the surviving entity. Each holder of Newkirks common stock received 0.80 common shares of the Company in exchange for each share of Newkirks common stock, and the MLP effected a reverse unit-split pursuant to which each outstanding MLP unit was converted into 0.80 units, resulting in 35.5 million MLP units applicable to the minority interest being outstanding after the Newkirk Merger. Each MLP unit is redeemable at the option of the holder for cash based on the value of a common share of the Company or, if the Company elects, on a one-for-one basis for the Companys common shares. | ||
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 will be subject to federal income taxes on the income from these activities. | ||
During the first quarter of 2007, the Companys Board of Trustees authorized the Company to repurchase, from time to time, up to 10.0 million common shares and/or operating partnership units in the Companys operating partnership subsidiaries (OP Units) depending on market conditions and other factors. During the nine months ended September 30, 2007, the Company repurchased approximately 7.1 million common shares/OP Units at an average price of approximately $20.61 per common share/OP Unit aggregating $147.3 million, in the open market and through private transactions with employees and third parties. | ||
On June 4, 2007, the Company announced a strategic restructuring plan. The plan, when and if completed, will restructure the Company into a company consisting primarily of: |
| A wholly owned portfolio of core office assets; | ||
| A wholly owned portfolio of core warehouse/distribution assets; | ||
| A continuing 50% interest in a joint venture that invests in senior and subordinated debt interests secured by both net leased and multi tenanted real estate collateral; |
6
| A minority interest in a to-be-funded joint venture that invests in specialty single tenant real estate assets; and | ||
| Equity securities in other net lease companies owned either individually or through an interest in one or more joint ventures. |
| acquired all of the outstanding interests not otherwise owned by the Company in Triple Net Investment Company LLC, one of the Companys co-investment programs, which resulted in the Company becoming the sole owner of the co-investment programs 15 primarily single tenant net leased properties; | ||
| acquired all of the outstanding interests not otherwise owned by the Company in Lexington Acquiport Company, LLC and Lexington Acquiport Company II, LLC, two of the Companys co-investment programs, which resulted in the Company becoming the sole owner of the co-investment programs 26 primarily single tenant net leased properties; | ||
| terminated Lexington/Lion Venture L.P., one of its co-investment programs, and was distributed 7 primarily single tenant net leased properties owned by the co-investment program; | ||
| announced a disposition program, whereby the Company began marketing approximately 140 non-core assets for sale; and | ||
| announced the formation of a joint venture with a subsidiary of Inland American Real Estate Trust, Inc. to be seeded with 53 assets currently owned by the Company and invest in core plus net leased assets, such as manufacturing assets, call centers and other specialty assets. |
The Company can provide no assurances that it will dispose of any remaining assets under its disposition program or close on the funding and acquisition of the initial assets for the joint venture. | ||
The unaudited condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the financial condition and results of operations for the interim periods. For a more complete understanding of the Companys operations and financial position, reference is made to the financial statements (including the notes thereto) previously filed with the Securities and Exchange Commission with the Companys Annual Report on Form 10-K for the year ended December 31, 2006. | ||
(2) | Summary of Significant Accounting Policies | |
Basis of Presentation and Consolidation. The Companys consolidated financial statements are prepared on the accrual basis of accounting. The financial statements reflect the accounts of the Company and its consolidated subsidiaries, including Lepercq Corporate Income Fund L.P. (LCIF), Lepercq Corporate Income Fund II L.P. (LCIF II), Net 3 Acquisition L.P. (Net 3), the MLP, Lexington Realty Advisors, Inc. (LRA), Lexington Contributions, Inc. (LCI), and Six Penn Center L.P. LRA and LCI are wholly owned taxable REIT subsidiaries, and the Company is the sole unitholder of the general partner, and the sole unitholder of a significant limited partner, of each of LCIF, LCIF II, Net 3, the MLP and Six Penn Center L.P. Lexington Strategic Asset Corp. (LSAC), formerly a majority owned taxable REIT subsidiary, was merged with and into the Company as of June 30, 2007. The Company determines whether an entity for which it holds an interest should be consolidated pursuant to Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46R). FIN 46R requires the Company to evaluate whether it has a controlling financial interest in an entity through means other than voting rights. If the entity is not a variable interest entity, and the Company controls the entitys voting shares or similar rights, the entity is consolidated. |
7
8
9
10
11
(3) | Earnings per Share | |
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the three and nine months ended September 30, 2007 and 2006: |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
BASIC |
||||||||||||||||
Income (loss) from continuing operations |
$ | (10,498 | ) | $ | 411 | $ | 4,083 | $ | 6,310 | |||||||
Less preferred dividends |
(7,034 | ) | (4,109 | ) | (19,698 | ) | (12,326 | ) | ||||||||
Income (loss) allocable to common
shareholders from continuing operations |
(17,532 | ) | (3,698 | ) | (15,615 | ) | (6,016 | ) | ||||||||
Total income (loss) from discontinued operations |
24,961 | (18,006 | ) | 41,534 | 7,692 | |||||||||||
Net income (loss) allocable to common shareholders |
$ | 7,429 | $ | (21,704 | ) | $ | 25,919 | $ | 1,676 | |||||||
Weighted average number of common shares outstanding -basic |
63,458,167 | 52,279,750 | 65,735,321 | 52,081,514 | ||||||||||||
Income (loss) per common share basic: |
||||||||||||||||
Income (loss) from continuing operations |
$ | (0.27 | ) | $ | (0.07 | ) | $ | (0.24 | ) | $ | (0.12 | ) | ||||
Income (loss) from discontinued operations |
0.39 | (0.35 | ) | 0.63 | 0.15 | |||||||||||
Net income (loss) |
$ | 0.12 | $ | (0.42 | ) | $ | 0.39 | $ | 0.03 | |||||||
DILUTED |
||||||||||||||||
Income (loss) allocable to common
shareholders from continuing operations basic |
$ | (17,532 | ) | $ | (3,698 | ) | $ | (15,615 | ) | $ | (6,016 | ) | ||||
Incremental income attributed to assumed conversion of dilutive securities |
| | | | ||||||||||||
Income (loss) allocable to common
shareholders from continuing operations |
(17,532 | ) | (3,698 | ) | (15,615 | ) | (6,016 | ) | ||||||||
Total income (loss) from discontinued operations |
24,961 | (18,006 | ) | 41,534 | 7,692 | |||||||||||
Net income (loss) allocable to common shareholders |
$ | 7,429 | $ | (21,704 | ) | $ | 25,919 | $ | 1,676 | |||||||
Weighted average number of common shares used in calculation of basic
earnings per share |
63,458,167 | 52,279,750 | 65,735,321 | 52,081,514 | ||||||||||||
Add incremental shares representing: |
||||||||||||||||
Shares issuable upon exercise of employee share
options |
| | | | ||||||||||||
Shares issuable upon conversion of dilutive
securities |
| | | | ||||||||||||
Weighted average number of common shares diluted |
63,458,167 | 52,279,750 | 65,735,321 | 52,081,514 | ||||||||||||
Income (loss) per common share diluted: |
||||||||||||||||
Income (loss) from continuing operations |
$ | (0.27 | ) | $ | (0.07 | ) | $ | (0.24 | ) | $ | (0.12 | ) | ||||
Income (loss) from discontinued operations |
0.39 | (0.35 | ) | 0.63 | 0.15 | |||||||||||
Net income (loss) |
$ | 0.12 | $ | (0.42 | ) | $ | 0.39 | $ | 0.03 | |||||||
12
(4) | Investments in Real Estate and Intangibles | |
During the nine months ended September 30, 2007, the Company acquired seven properties from third parties for an aggregate capitalized cost of $117,760 and allocated $19,083 of the purchase price to intangible assets. | ||
In 2007, the Company acquired additional shares in LSAC for $16,781 and LSAC paid $7,418 to repurchase its common stock in a tender offer. On June 30, 2007, LSAC was merged with and into the Company and ceased to exist. | ||
The Company completed the Newkirk Merger effective December 31, 2006. The allocation of the purchase price was based upon estimates and assumptions. The Company engaged a third party valuation expert to assist with the fair value assessment of the real estate. During the nine months ended September 30, 2007, certain estimates were revised. In addition, there may be certain additional items that the Company will revise once the Company receives additional information. Accordingly, these allocations are subject to revision when final information is available, although the Company does not believe the past revisions had, or any future revisions will have, a significant impact on its financial position or results of operations. | ||
The following unaudited pro forma financial information for the three and nine months ended September 30, 2006 gives effect to the Newkirk Merger (only the assets acquired and liabilities assumed as of December 31, 2006) as if it had occurred on January 1, 2006. The unaudited pro forma results are based on historical data and are not intended to be indicative of the results of future operations. |
Nine Months Ended | Three Months Ended | |||||||
September 30, 2006 | September 30, 2006 | |||||||
(unaudited) | (unaudited) | |||||||
Total gross revenues |
$ | 250,065 | $ | 84,701 | ||||
Income
(loss) from continuing operations |
$ | (42 | ) | 2,657 | ||||
Net income (loss) |
$ | 9,112 | $ | (14,675 | ) | |||
Net loss per common share
after preferred dividends |
||||||||
basic |
$ | (0.05 | ) | $ | (0.28 | ) | ||
diluted |
$ | (0.05 | ) | $ | (0.28 | ) |
13
LAC and LAC II. The Company acquired the interest through a cash payment of approximately $277,400 and the assumption of approximately $515,000 in non-recourse mortgage debt. The debt assumed by the Company bears interest at stated rates ranging from 5.0% to 8.2% with a weighted average stated rate of 6.2% and matures at various dates ranging from 2009 to 2021. | ||
Lexington /Lion Venture L.P. (LION) | ||
Effective June 1, 2007, the Company and its 70% partner in LION agreed to terminate LION and distribute the 17 primarily net leased properties owned by LION. Accordingly, the Company was distributed 7 of the properties, which are subject to non-recourse mortgage debt of approximately $112,500. The debt assumed by the Company bears interest at stated rates ranging from 4.8% to 6.2% with a weighted average stated rate of 5.4% and matures at various dates ranging from 2012 to 2016. In addition, the Company paid approximately $6,600 of additional consideration to its former partner in connection with the termination. In connection with this transaction, the Company recognized $8,530 as an incentive fee in accordance with the LION partnership agreement and was allocated equity in earnings of $34,164 related to its share of gains relating to the 10 properties transferred to the partner. | ||
In accordance with U.S. generally accepted accounting principles, the Company recorded the assets and liabilities at fair value to the extent of the interests acquired, with a carryover basis for all assets and liabilities to the extent of the Companys ownership. The allocation of the purchase price is based upon estimates and assumptions. The Company engaged a third party valuation expert to assist with the fair value assessment of the real estate. The current allocations are substantially complete; however, there may be certain items that the Company will finalize once it receives additional information. Accordingly, the allocations are subject to revision when final information is available, although the Company does not expect future revisions to have a significant impact on its financial position or results of operations. | ||
(5) | Discontinued Operations | |
During the nine months ended September 30, 2007, the Company sold 33 properties to third parties for aggregate proceeds of $225,915 which resulted in a gain of $39,808. During the three months ended September 30, 2007, the Company sold 23 properties to third parties for aggregate proceeds of $117,392 which resulted in a gain of $26,980. As of September 30, 2007, the Company had twelve properties held for sale. | ||
The following presents the operating results for the properties sold and properties held for sale for the applicable periods: |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Rental revenues |
$ | 6,796 | $ | 5,956 | $ | 27,906 | $ | 19,455 | ||||||||
Pre-tax income (loss), including gains on sale |
$ | 24,963 | $ | (18,007 | ) | $ | 44,157 | $ | 7,765 |
(6) | Investment in Non-Consolidated Entities | |
During the second quarter of 2007, the Company acquired all the interests it did not already own in TNI, LAC, LAC II and LION. See note 4 for a discussion of the transactions. | ||
As of September 30, 2007, the Company had interests ranging from 26% to 40% in 8 partnerships which own real estate properties. The properties are encumbered by approximately $107,000 (of which the Companys proportionate share is approximately $35,000) in non-recourse debt with stated interest rates ranging from 5.2% to 15.0% with a weighted-average stated rate of 8.6% and maturity dates ranging from 2008 to 2018. | ||
The following is summary historical cost basis selected balance sheet data as of September 30, 2007 and income statement data for the nine months ended September 30, 2007 for Concord Debt Holdings LLC (Concord), the Companys non-consolidated entity in which it owns a 50% interest, acquired in the Newkirk Merger, that invests in real estate debt securities. The other 50% partner in this joint venture is Winthrop Realty L.P., an affiliate of the Companys Executive Chairman. During the quarter ended September 30, 2007, the Company increased its equity commitment in Concord to $137,500. |
14
9/30/2007 | ||||
Investments |
$ | 1,052,670 | ||
Cash |
15,691 | |||
Warehouse debt facilities |
418,861 | |||
Collateralized debt obligations |
376,650 |
2007 | ||||
Interest income |
$ | 48,141 | ||
Interest expense |
(29,510 | ) | ||
Other expense |
(3,564 | ) | ||
Other comprehensive loss |
(11,666 | ) | ||
Comprehensive income |
$ | 3,401 | ||
Concords loan assets are intended to be held to maturity and, accordingly, are carried at cost, net of unamortized loan origination costs and fees, repayments and unfunded commitments unless such loan is deemed to be impaired. Concords bonds are treated as available for sale securities and, accordingly, are marked-to-market on a quarterly basis based on valuations provided by an independent third party. The unrealized loss on Concords bonds is the result of a decrease in the value provided by the independent third party compared to the acquisition cost of the securities. Concords present intention is to hold these securities, believes that it has the ability to do so and will recover its investment. Accordingly, Concord has determined that this impairment is temporary. | ||
On May 25, 2007, Lex-Win Acquisition LLC (Lex-Win), an entity in which the Company holds a 28% ownership interest, commenced a tender offer to acquire up to 45,000,000 shares of common stock in Wells Real Estate Investment Trust, Inc., (Wells) at a price per share of $9.30. The tender offer expired on July 20, 2007 at which time Lex-Win received tenders based on the letters of transmittal it received for approximately 4,800,000 shares representing approximately 1% of the outstanding shares in Wells. After submission of the letters to Wells, the actual number of shares acquired in Wells was approximately 3,900,000. During the third quarter of 2007, the Company funded $12,542 relating to this tender. Winthrop Realty, L.P. also holds a 28% interest in Lex-Win. The Executive Chairman of the Company is an affiliate of Winthrop Realty, L.P. | ||
On August 10, 2007, the Company, through the MLP, entered into a limited partnership agreement with a subsidiary of Inland American Real Estate Trust, Inc. (Inland) to form Net Lease Strategic Assets Fund L.P. (NLS). NLS was formed to invest in specialty single-tenant net leased assets in the United States. In connection with the formation of NLS, the MLP agreed to contribute six single tenant net leased assets to NLS. Also, in connection with the formation of NLS, the Company agreed to sell and NLS agreed to purchase, 47 primarily single tenant net leased assets pursuant to a purchase and sale agreement. Upon the closing of the joint venture, the MLP and Inland will make initial capital contributions to NLS, so that the common equity percentage interests in NLS are 15% and 85%, respectively. In addition, the Company will provide subordinated financing to NLS. | ||
The acquisition of each of the 53 assets by NLS is subject to satisfaction of conditions precedent to closing, including the assumption of the existing financing, obtaining certain consents and waivers, the continuing financial solvency of the tenants and certain other customary conditions. Accordingly, neither the Company nor the MLP can provide any assurance that the funding by the MLP and Inland and the acquisition of any assets by NLS will be completed. In the event that NLS does not acquire at least 35 of the 53 assets in a single closing by March 1, 2008, the joint venture will be terminated. | ||
(7) | Mortgages and Notes Payable | |
During the nine months ended September 30, 2007, the Company obtained ten non-recourse mortgages aggregating $246,965 with interest rates ranging from 5.7% to 6.2% and maturity dates ranging from 2014 to 2021. | ||
During the nine months ended September 30, 2007, the Company repaid $547,199 of borrowings under the MLPs borrowing facility. In connection with the MLP repayment, the Company incurred approximately $650 to terminate an interest rate swap agreement. As of September 30, 2007, the Company had no borrowings under its line of credit. | ||
During the nine months ended September 30, 2007, in connection with sales of certain properties, the Company satisfied the corresponding mortgages payable which resulted in debt satisfaction charges of $3,685. |
15
In addition, the Company issued, through the MLP, an aggregate $450,000 of 5.45% Exchangeable Guaranteed Notes due in 2027. These notes can be put to the Company commencing in 2012 and every five years thereafter through maturity. The notes are convertible by the holders into common shares at a price of $25.25 per share, subject to adjustment upon certain events. The initial exchange rate is subject to adjustment under certain events including increases in the Companys rate of dividends. Upon exchange the holders of the notes would receive (i) cash equal to the principal amount of the note and (ii) to the extent the conversion value exceeds the principal amount of the note, either cash or common shares at the Companys option. | ||
The Company, through a wholly-owned subsidiary, issued $200,000 in Trust Preferred Notes. These notes, 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. | ||
The Company obtained a $225,000 secured term loan from KeyBank N.A. The interest only secured term loan matures June 2009 and bears interest at LIBOR plus 60 basis points. The loan contains customary covenants which the Company was in compliance with as of September 30, 2007. The proceeds of the secured term loan were used to purchase the interests in the co-investment programs. See note 4 for a discussion of the acquisition of co-investment programs and assumption of mortgages related to the acquisitions. | ||
(8) | Concentration of Risk | |
The Company seeks to reduce its operating and leasing risks through the geographic diversification of its properties, tenant industry diversification, avoiding dependency on a single property and the creditworthiness of its tenants. For the nine months ended September 30, 2007 and 2006, no single tenant represented greater than 10% of rental revenues. | ||
Cash and cash equivalent balances may exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions. | ||
(9) | Minority Interests | |
In conjunction with several of the Companys acquisitions in prior years, sellers were given OP Units as a form of consideration. All OP Units are redeemable at certain times, only at the option of the holders, generally for the Companys common shares on a one-for-one basis and are not otherwise mandatorily redeemable by the Company. | ||
During the nine months ended September 30, 2007, 1,193,091 OP Units were redeemed for common shares and 170,058 OP Units were purchased by the Company for cash, which had an aggregate value of $27,231. | ||
As of September 30, 2007, there were approximately 39.8 million OP Units outstanding. All OP Units receive distributions in accordance with their respective partnership agreements. To the extent that the Companys 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 Companys dividend per common share. No OP Units have a liquidation preference. | ||
As discussed in note 4, the Company acquired the remaining minority interest in LSAC as of June 30, 2007. | ||
(10) | Related Party Transactions | |
The Company, through the MLP, has an ownership interest in a securitized pool of first mortgages which includes two first mortgage loans encumbering MLP properties. As of September 30, 2007 and December 31, 2006, the value of the ownership interest was $16,038 and $16,371, respectively. | ||
Winthrop Management, L.P., an entity partially owned and controlled by the Companys Executive Chairman, provides property management services at certain properties owned by the Company. The Company incurred fees of $448 for these services for the nine months ended September 30, 2007. | ||
As of September 30, 2007, a $16,965 mortgage note payable is due to an entity owned by two of the Companys significant OP Unitholders and Executive Chairman. The mortgage was assumed in connection with the Newkirk Merger. |
16
During the nine months ended September 30, 2007, the Company repurchased common shares from two of its officers for an aggregate of $405 and LSAC shares for $2,200. | ||
During the nine months ended September 30, 2007, the MLP and Winthrop Realty L.P., an entity affiliated with the Companys Executive Chairman, entered into a joint venture with other unrelated partners, to acquire shares of Wells Real Estate Investment Trust (see note 6). | ||
Winthrop Realty L.P., an affiliate of the Companys Executive Chairman, is the 50% partner in Concord Debt Holdings LLC (see note 6). | ||
(11) | Shareholders Equity | |
During the nine months ended September 30, 2007, the Company issued $155,000 liquidation amount of its Series D Cumulative Redeemable Preferred Stock (Series D Preferred) which pays dividends at an annual rate of 7.55%, raising net proceeds of $149,774. The Series D Preferred has no maturity date and the Company is not required to redeem the Series D Preferred at any time. Accordingly, the Series D Preferred will remain outstanding indefinitely, unless the Company decides at its option on or after February 14, 2012, to exercise its redemption right. If at any time following a change of control, the Series D Preferred are not listed on any of the national stock exchanges, the Company will have the option to redeem the Series D Preferred, in whole but not in part, within 90 days after the first date on which both the change of control has occurred and the Series D Preferred are not so listed, for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends (whether or not declared) up to but excluding the redemption date. If the Company does not redeem the Series D Preferred and the Series D Preferred are not so listed, the Series D Preferred will pay dividends at an annual rate of 8.55%. | ||
(12) | Commitments and Contingencies | |
The Company is obligated under certain tenant leases, including leases for non-consolidated entities, to fund the expansion of the underlying leased properties. | ||
Included in other assets is construction in progress of $14,951 and $4,046 as of September 30, 2007 and December 31, 2006, respectively. | ||
As of September 30, 2007, the Company has entered into a letter of intent to purchase one property for an aggregate of $13,655 (see note 15). | ||
The Company has agreed with Vornado Realty Trust (Vornado), a significant OP Unitholder in the MLP, to operate the MLP as a real estate investment trust and to indemnify Vornado for any actual damages incurred by Vornado if the MLP is not operated as a REIT. Clifford Broser, a member of the Companys Board of Trustees, is a Senior Vice President of Vornado. | ||
During the first quarter of 2007, the Company wrote off approximately $431 relating to costs incurred for the LSAC initial public offering. The costs were written off when LSAC decided not to pursue an initial public offering of its shares. | ||
The Company at times is involved in various legal actions occurring in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Companys consolidated financial position, results of operations or liquidity. | ||
(13) | Share Based Compensation | |
On February 6, 2007, the Board of Trustees established the Lexington Realty Trust 2007 Outperformance Program, a long-term incentive compensation program. Under this program, participating officers will share in an outperformance pool if the Companys total shareholder return for the three-year performance period beginning on the effective date of the Program, January 1, 2007, exceeds the greater of an absolute compounded annual total shareholder return of 10% or 110% of the compounded annual return of the MSCI US REIT INDEX during the same period measured against a baseline value equal to the average of the ten consecutive trading days immediately prior to April 1, 2007. The size of the outperformance pool for this program will be 10% of the Companys total shareholder return in excess of the |
17
performance hurdle, subject to a maximum amount of $40,000. On April 2, 2007, the Compensation Committee modified the effective date of the Program from January 1, 2007 to April 1, 2007. | ||
The awards are considered liability awards because the number of shares issued to the participants are not fixed and determinable as of the grant date. These awards contain both a service condition and a market condition. As these awards are liability based awards, the measurement date for liability instruments is the date of settlement. Accordingly, liabilities incurred under share-based payment arrangements were initially measured on the grant date of February 6, 2007 and are required to be measured at the end of each reporting period until settlement. | ||
A third party was engaged to value the awards and the Monte Carlo simulation approach was used to estimate the compensation expense of the outperformance pool. As of grant date, it was determined that the value of the awards was $1,901. As of September 30, 2007, the value of the awards was $1,795. The Company recognized $267 in compensation expense relating to the awards during the nine months ended September 30, 2007. | ||
Each participating officers award under this program will be designated as a specified participation percentage of the aggregate outperformance pool. On February 6, 2007, the Compensation Committee allocated 83% of the outperformance pool to certain of the Companys officers. During the second quarter of 2007, one officer separated from the Company and the rights relating to his allocated 8% were forfeited. The remaining unallocated balance of 25% may be allocated by the Compensation Committee in its discretion. | ||
If the performance hurdle is met, the Company will grant each participating officer non-vested common shares as of the end of the performance period with a value equal to such participating officers share of the outperformance pool. The non-vested common shares would vest in two equal installments on the first two anniversaries of the date the performance period ends provided the executive continues employment. Once issued, the non-vested common shares would be entitled to dividends and voting rights. | ||
In the event of a change in control (as determined for purposes of the program) during the performance period, the performance period will be shortened to end on the date of the change in control and participating officers awards will be based on performance relative to the hurdle through the date of the change in control. Any common shares earned upon a change in control will be fully vested. In addition, the performance period will be shortened to end for an executive officer if he or she is terminated by the Company without cause or he or she resigns for good reason, as such terms are defined in the executive officers employment agreement. All determinations, interpretations, and assumptions relating to the vesting and the calculation of the awards under this program will be made by the Compensation Committee. | ||
During the second quarter of 2007, the Company and an executive officer entered into an employment separation agreement. In addition to a cash payment of $3,600, non-vested common shares were accelerated and immediately vested which resulted in a charge of $933. | ||
During the nine months ended September 30, 2007 and 2006, the Company recognized $3,194 and $4,859, respectively, in compensation expense relating to share grants to trustees and employees, including the $933 discussed above. | ||
(14) | Supplemental Disclosure of Statement of Cash Flow Information | |
During the nine months ended September 30, 2007 and 2006, the Company paid $115,565 and $54,630, respectively, for interest and $2,827 and $232, respectively, for income taxes. | ||
During the nine months ended September 30, 2007 and 2006, holders of an aggregate of 1,193,091 and 95,205 OP Units, respectively, redeemed such OP Units for common shares of the Company. These redemptions resulted in an increase in shareholders equity and corresponding decrease in minority interest of $23,630 and $1,085, respectively. | ||
In connection with the acquisition of the co-investment programs, the Company paid $366,600 in cash and acquired approximately $1,071,000 in real estate, $264,000 in intangibles, $21,000 in cash, assumed $785,000 in mortgages payable, $40,000 in below-market leases and $14,000 in all other assets and liabilities (see note 4). | ||
During the nine months ended September 30, 2006, the Company sold a property in which the purchaser assumed a mortgage note encumbering the property in the amount of $14,170. In addition, the Company provided a $3,200, 6.00% interest only mortgage due in 2017 relating to the sale of another property. |
18
(15) | Subsequent Events | |
Subsequent to September 30, 2007, the Company: |
| Sold nine properties for an aggregate sales price of $96,688. | ||
| In connection with two property sales, retired $20,541 in mortgages payable. | ||
| In connection with one property sale issued to the buyer a $27,700, 6.45% mortgage note due in 2015. The note provides for interest only payments for two years and monthly debt service payments of $174 though maturity when a balloon payment of approximately $26,000 is due. | ||
| Purchased one property for $13,655. |
19
| A wholly owned portfolio of core office assets; | ||
| A wholly owned portfolio of core warehouse/distribution assets; | ||
| A continuing 50% interest in a joint venture that invests in senior and subordinated debt interests secured by both net leased and multi tenanted real estate collateral; | ||
| A minority interest in a to-be-funded joint venture that invests in specialty single tenant real estate assets; and | ||
| Equity securities in other net lease companies owned either individually or through an interest in one or more joint ventures. |
| acquired all of the outstanding interests not otherwise owned by us in Triple Net Investment Company LLC, one of our co-investment programs, which resulted in us becoming the sole owner of the co-investment programs 15 primarily single tenant net leased properties; | ||
| acquired all of the outstanding interests not otherwise owned by us in Lexington Acquiport Company, LLC and Lexington Acquiport Company II, LLC, two of our co-investment programs, which resulted in us becoming the sole owner of the co-investment programs 26 primarily single tenant net leased properties; | ||
| terminated Lexington/Lion Venture L.P., one of our co-investment programs, and were distributed 7 primarily single tenant net leased properties owned by the co-investment program; |
20
| announced a disposition program, whereby we began marketing approximately 140 non-core assets for sale; and | ||
| announced the formation of a joint venture with a subsidiary of Inland American Real Estate Trust, Inc. to be seeded with 53 assets currently owned by us and to invest in core plus net leased assets, such as manufacturing assets, call centers and other specialty assets. |
21
22
23
24
25
26
27
Issuer Purchases of Equity Securities | ||||||||||||||||
(a) | (b) | (c) | (d) | |||||||||||||
Total Number of | ||||||||||||||||
Shares/Units | ||||||||||||||||
Purchased | Maximum Number of | |||||||||||||||
Total number of | as Part of Publicly | Shares That May Yet | ||||||||||||||
Shares/ Units | Average Price Paid Per | Announced Plans | Be Purchased Under | |||||||||||||
Period | Purchased | Share/ Units | Programs | the Plans or Programs | ||||||||||||
July 1 -31, 2007 |
0 | $ | 0 | 0 | 3,920,205 | |||||||||||
August 1 -31, 2007 |
444,599 | $ | 19.97 | 444,599 | 3,475,606 | |||||||||||
September 1-30, 2007 |
68,774 | $ | 20.20 | 68,774 | 3,406,832 | |||||||||||
Third Quarter 2007 |
513,373 | $ | 20.00 | 513,373 | 3,406,832 | |||||||||||
Exhibit No. | Description | |||
2.1
|
| Agreement and Plan of Merger, dated July 23, 2006, by and between Newkirk Realty Trust, Inc. (Newkirk) and Lexington Realty Trust (formerly known as Lexington Corporate Properties Trust, the Company) (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed July 24, 2006 (the 07/24/06 8-K)) (1) | ||
2.2
|
| Amendment No. 1 to Agreement and Plan of Merger, dated as of September 11, 2006, by and between Newkirk and the Company (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed September 13, 2006 (the 09/13/06 8-K)) (1) | ||
2.3
|
| Amendment No. 2 to Agreement and Plan of Merger, dated as of October 13, 2006, by and between Newkirk and the Company (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed October 13, 2006) (1) |
28
Exhibit No. | Description | |||
3.1
|
| Articles of Merger and Amended and Restated Declaration of Trust of the Company, dated December 31, 2006 (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed January 8, 2007 (the 01/08/07 8-K)) (1) | ||
3.2
|
| 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 Companys Registration Statement on Form 8A filed February 14, 2007 (the 02/14/07 Registration Statement)) (1) | ||
3.3
|
| Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to the 01/08/07 8-K) (1) | ||
3.4
|
| 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 Companys Registration Statement of Form S-3/A filed September 10, 1999 (the 09/10/99 Registration Statement)) (1) | ||
3.5
|
| Amendment No. 1 to the LCIF Partnership Agreement dated as of December 31, 2000 (filed as Exhibit 3.11 to the Companys Annual Report on Form 10-K for the year ended December 31, 2003, filed February 26, 2004 (the 2003 10-K)) (1) | ||
3.6
|
| First Amendment to the LCIF Partnership Agreement effective as of June 19, 2003 (filed as Exhibit 3.12 to the 2003 10-K) (1) | ||
3.7
|
| Second Amendment to the LCIF Partnership Agreement effective as of June 30, 2003 (filed as Exhibit 3.13 to the 2003 10-K) (1) | ||
3.8
|
| Third Amendment to the LCIF Partnership Agreement effective as of December 31, 2003 (filed as Exhibit 3.13 to the Companys Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005 (the 2004 10-K)) (1) | ||
3.9
|
| Fourth Amendment to the LCIF Partnership Agreement effective as of October 28, 2004 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 4, 2004) (1) | ||
3.10
|
| Fifth Amendment to the LCIF Partnership Agreement effective as of December 8, 2004 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed December 14, 2004 (the 12/14/04 8-K)) (1) | ||
3.11
|
| Sixth Amendment to the LCIF Partnership Agreement effective as of June 30, 2003 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed January 3, 2005 (the 01/03/05 8-K)) (1) | ||
3.12
|
| Seventh Amendment to the LCIF Partnership Agreement (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed November 3, 2005)(1) | ||
3.13
|
| 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) | ||
3.14
|
| 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) | ||
3.15
|
| 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) | ||
3.16
|
| 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) | ||
3.17
|
| 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) | ||
3.18
|
| Fifth Amendment to the LCIF II Partnership Agreement effective as of July 23, 2006 (filed as Exhibit 99.5 to the 07/24/06 8-K) (1) | ||
3.19
|
| Sixth Amendment to the LCIF II Partnership Agreement effective as of December 20, 2006 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed December 22, 2006)(1) |
29
Exhibit No. | Description | |||
3.20
|
| Amended and Restated Agreement of Limited Partnership of Net 3 Acquisition L.P. (the Net 3 Partnership Agreement) (filed as Exhibit 3.16 to the Companys Registration Statement of Form S-3 filed November 16, 2006) (1) | ||
3.21
|
| First Amendment to the Net 3 Partnership Agreement effective as of November 29, 2001 (filed as Exhibit 3.17 to the 2003 10-K) (1) | ||
3.22
|
| Second Amendment to the Net 3 Partnership Agreement effective as of June 19, 2003 (filed as Exhibit 3.18 to the 2003 10-K) (1) | ||
3.23
|
| Third Amendment to the Net 3 Partnership Agreement effective as of June 30, 2003 (filed as Exhibit 3.19 to the 2003 10-K) (1) | ||
3.24
|
| Fourth Amendment to the Net 3 Partnership Agreement effective as of December 8, 2004 (filed as Exhibit 10.3 to 12/14/04 8-K) (1) | ||
3.25
|
| Fifth Amendment to the Net 3 Partnership Agreement effective as of January 3, 2005 (filed as Exhibit 10.3 to 01/03/05 8-K) (1) | ||
3.26
|
| Second Amended and Restated Agreement of Limited Partnership of The Lexington Master Limited Partnership (formerly known as The Newkirk Master Limited Partnership, the MLP), dated as of December 31, 2006, between Lex GP-1 Trust and Lex LP-1 Trust (filed as Exhibit 10.4 to the 01/08/07 8-K) (1) | ||
4.1
|
| Specimen of Common Shares Certificate of the Company (filed as Exhibit 4.1 to the Companys Annual Report on Form 10-K for the year ended December 31, 2006 (the 2006 10-K)) (1) | ||
4.2
|
| Form of 8.05% Series B Cumulative Redeemable Preferred Stock certificate (filed as Exhibit 4.1 to the Companys Registration Statement on Form 8A filed June 17, 2003) (1) | ||
4.3
|
| Form of 6.50% Series C Cumulative Convertible Preferred Stock certificate (filed as Exhibit 4.1 to the Companys Registration Statement on Form 8A filed December 8, 2004) (1) | ||
4.4
|
| Form of 7.55% Series D Cumulative Redeemable Preferred Stock certificate (filed as Exhibit 4.1 to the 02/14/07 Registration Statement) (1) | ||
4.5
|
| Form of Special Voting Preferred Stock certificate (filed as Exhibit 4.5 to the 2006 10-K) (1) | ||
4.6
|
| Indenture, dated as of January 29, 2007, among The Lexington Master Limited Partnership, the Company, the other guarantors named therein and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed January 29, 2007 (the 01/29/07 8-K)) (1) | ||
4.7
|
| First Supplemental Indenture, dated as of January 29, 2007, among The Lexington Master Limited Partnership, the Company, the other guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 5.45% Exchangeable Guaranteed Notes due 2027 (filed as Exhibit 4.2 to the 01/29/07 8-K) (1) | ||
4.8
|
| Second Supplemental Indenture, dated as of March 9, 2007, among The Lexington Master Limited Partnership, the Company, the other guarantors named therein and U.S. Bank National Association, as trustee, including the Form of 5.45% Exchangeable Guaranteed Notes due 2027 (filed as Exhibit 4.3 to the Companys Current Report on form 8-k filed on March 9, 2007 (the 03/09/07 8-K)) (1) | ||
4.9
|
| Amended and Restated Trust Agreement, dated March 21, 2007, among Lexington Realty Trust, 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 Companys Current Report on Form 8-K filed on March 27, 2007 (the 03/27/2007 8-K)) (1) | ||
4.10
|
| Third Supplemental Indenture, dated as of June 19, 207, among the MLP, the Company, the other guarantors named therein and U.S. bank National Association, as trustee, including the form of 5.45% Exchangeable Guaranteed Notes due 2027 (filed as Exhibit 4.1 to the Companys Report on form 8-k filed on June 22, 2007 (1) |
30
Exhibit No. | Description | |||
4.11
|
| 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) | ||
9.1
|
| Voting Trustee Agreement, dated as of December 31, 2006, among the Company, The Lexington Master Limited Partnership and NKT Advisors LLC (filed as Exhibit 10.6 to the 01/08/07 8-K) (1) | ||
10.1
|
| Form of 1994 Outside Director Shares Plan of the Company (filed as Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended December 31, 1993) (1, 4) | ||
10.2
|
| Amended and Restated 2002 Equity-Based Award Plan of the Company (filed as Exhibit 10.54 to the Companys Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 24, 2003 (the 2002 10-K)) (1) | ||
10.3
|
| 1994 Employee Stock Purchase Plan (filed as Exhibit D to the Companys Definitive Proxy Statement dated April 12, 1994) (1, 4) | ||
10.4
|
| 1998 Share Option Plan (filed as Exhibit A to the Companys Definitive Proxy Statement filed on April 22, 1998) (1, 4) | ||
10.5
|
| Amendment to 1998 Share Option Plan (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K filed on February 6, 2006 (the 02/06/06 8-K)) (1, 4) | ||
10.6
|
| Amendment to 1998 Share Option Plan (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K filed on January 3, 2007 (the 01/03/07 8-K)) (1, 4) | ||
10.7
|
| 2007 Outperformance Program (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 5, 2007) (1,4) | ||
10.8
|
| Form of Compensation Agreement (Long-Term Compensation) between the Company and the following officers: Richard J. Rouse and Patrick Carroll (filed as Exhibit 10.15 to the 2004 10-K) (1, 4) | ||
10.9
|
| Form of Compensation Agreement (Bonus and Long-Term Compensation) between the Company and the following officers: E. Robert Roskind and T. Wilson Eglin (filed as Exhibit 10.16 to the 2004 10-K) (1, 4) | ||
10.10
|
| Form of Nonvested Share Agreement (Performance Bonus Award) between the Company and the following officers: E. Robert Roskind, T. Wilson Eglin, Richard J. Rouse and Patrick Carroll (filed as Exhibit 10.1 to the 02/06/06 8-K) (1, 4) | ||
10.11
|
| Form of Nonvested Share Agreement (Long-Term Incentive Award) between the Company and the following officers: E. Robert Roskind, T. Wilson Eglin, Richard J. Rouse and Patrick Carroll and (filed as Exhibit 10.2 to the 02/06/06 8-K) (1, 4) | ||
10.12
|
| Form of the Companys Nonvested Share Agreement, dated as of December 28, 2006 (filed as Exhibit 10.2 to the 01/03/07 8-K) (1,4) | ||
10.13
|
| Form of Lock-Up and Claw-Back Agreement, dated as of December 28, 2006 (filed as Exhibit 10.4 to the 01/03/07 8-K) (1) | ||
10.14
|
| Employment Agreement between the Company and E. Robert Roskind, dated May 4, 2006 (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K filed May 5, 2006 (the 05/05/06 8-K)) (1, 4) | ||
10.15
|
| Employment Agreement between the Company and T. Wilson Eglin, dated May 4, 2006 (filed as Exhibit 99.2 to the 05/05/06 8-K) (1, 4) | ||
10.16
|
| Employment Agreement between the Company and Richard J. Rouse, dated May 4, 2006 (filed as Exhibit 99.3 to the 05/05/06 8-K) (1, 4) | ||
10.17
|
| Employment Agreement between the Company and Patrick Carroll, dated May 4, 2006 (filed as Exhibit 99.4 to the 05/05/06 8-K) (1, 4) |
31
Exhibit No. | Description | |||
10.18
|
| Employment Agreement, effective as of December 31, 2006, between the Company and Michael L. Ashner (filed as Exhibit 10.16 to the 01/08/07 8-K) (1,4) | ||
10.19
|
| Waiver Letters, dated as of July 23, 2006 and delivered by each of E. Robert Roskind, Richard J. Rouse, T. Wilson Eglin and Patrick Carroll (filed as Exhibit 10.17 to the 01/08/07 8-K) (1) | ||
10.20
|
| 2007 Trustee Fees Term Sheet (detailed on the Companys Current Report on Form 8-K filed February 12, 2007) (1, 4) | ||
10.21
|
| Form of Indemnification Agreement between the Company and certain officers and trustees (filed as Exhibit 10.3 to the 2002 10-K) (1) | ||
10.22
|
| Credit Agreement among the Company, LCIF, LCIF II, Net 3 Acquisition L.P., jointly and severally as borrowers, certain subsidiaries of the Company, as guarantors, Wachovia Capital Markets, LLC, as lead arranger, Wachovia Bank, National Association, as agent, Key Bank, N.A., as Syndication agent, each of Sovereign Bank and PNC Bank, National Association, as co-documentation agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5(d) therein (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed June 30, 2005) (1) | ||
10.23
|
| First Amendment to Credit Agreement, dated as of June 1, 2006 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed June 2, 2006) (1) | ||
10.24
|
| Second Amendment to Credit Agreement, dated as of December 27, 2006 (filed as Exhibit 10.1 to the 01/03/07 8-K) (1) | ||
10.25
|
| Credit Agreement, dated as of June 1, 2007, among the Company, the MLP, LCIF, LCIF II and Net 3, jointly and severally as borrowers, KeyBanc Capital Markets, as lead arranger and book running manager, KeyBank National Association, as agent, and each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5.(d) therein (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 7, 2007 (the 06/07/2007 8-K)) (1) | ||
10.26
|
| Master Repurchase Agreement, dated May 24, 2006, between Bear, Stearns International Limited and 111 Debt Acquisition-Two LLC (filed as Exhibit 10.1 to Newkirks Current Report on Form 8-K filed May 30, 2006) (1) | ||
10.27
|
| Master Repurchase Agreement, dated March 30, 2006, among Column Financial Inc., 111 Debt Acquisition LLC, 111 Debt Acquisition Mezz LLC and Newkirk (filed as Exhibit 10.2 to Newkirks Current Report on Form 8-K filed April 5, 2006 (the NKT 04/05/06 8-K)) (1) | ||
10.28
|
| Amended and Restated Limited Liability Company Agreement of Concord Debt Holdings LLC, dated as of September 21, 2007, among the MLP, WRT Realty, L.P. and FUR Holdings LLC (filed as Exhibit 10.1 to the Companys current Report on Form 8-K filed on September 24, 2007) (1, 4) | ||
10.29
|
| Funding Agreement, dated as of July 23, 2006, by and among LCIF, LCIF II and Net 3 Acquisition L.P. (Net 3) and the Company (filed as Exhibit 99.4 to the 07/24/06 8-K) (1) | ||
10.30
|
| Funding Agreement, dated as of December 31, 2006, by and among LCIF, LCIF II, Net 3, the MLP and the Company (filed as Exhibit 10.2 to the 01/08/07 8-K)(1) | ||
10.31
|
| Guaranty Agreement, effective as of December 31, 2006, between the Company and the MLP (filed as Exhibit 10.5 to the 01/08/07 8-K) (1) | ||
10.32
|
| Amended and Restated Exclusivity Services Agreement, dated as of December 31, 2006, between the Company and Michael L. Ashner (filed as Exhibit 10.1 to the 01/08/07 8-K) (1) | ||
10.33
|
| Transition Services Agreement, dated as of December 31, 2006, between the Company and First Winthrop Corporation (filed as Exhibit 10.3 to the 01/08/07 8-K) (1) | ||
10.34
|
| Acquisition Agreement, dated as of November 7, 2005, between Newkirk and First Union Real Estate Equity and Mortgage Investments (First Union) (filed as Exhibit 10.4 to First Unions Current Report on Form 8-K filed on November 10, 2005) (1) | ||
10.35
|
| Amendment to Acquisition Agreement and Assignment and Assumption, dated as of December 31, 2006, among NKT, Winthrop Realty Trust and the Company (filed as Exhibit 10.7 to the 01/08/07 8-K) (1) |
32
Exhibit No. | Description | |||
10.36
|
| Letter Agreement among Newkirk, Apollo Real Estate Investment Fund III, L.P., the MLP, NKT Advisors LLC, Vornado Realty Trust, VNK Corp., Vornado Newkirk LLC, Vornado MLP GP LLC and WEM Bryn Mawr 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 NKTs S-11)) (1) | ||
10.37
|
| Amendment to the Letter Agreement among Newkirk, Apollo Real Estate Investment Fund III, L.P., the MLP, 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 Newkirks S-11) (1) | ||
10.38
|
| Ownership Limit Waiver Agreement, dated as of December 31, 2006, between the Company and Vornado Realty, L.P. (filed as Exhibit 10.8 to the 01/08/07 8-K) (1) | ||
10.39
|
| Ownership Limit Waiver Agreement, dated as of December 31, 2006, between the Company and Apollo Real Estate Investment Fund III, L.P. (filed as Exhibit 10.9 to the 01/08/07 8-K) (1) | ||
10.40
|
| Registration Rights Agreement, dated as of December 31, 2006, between the Company and Michael L. Ashner (filed as Exhibit 10.10 to the 01/08/07 8-K) (1) | ||
10.41
|
| Registration Rights Agreement, dated as of December 31, 2006, between the Company and WEM-Brynmawr Associates LLC (filed as Exhibit 10.11 to the 01/08/07 8-K) (1) | ||
10.42
|
| Registration Rights Agreement, dated as of November 7, 2005, between Newkirk and Vornado Realty Trust (filed as Exhibit 10.4 to Newkirks Current Report on Form 8-K filed November 15, 2005 (NKTs 11/15/05 8-K)) (1) | ||
10.43
|
| Registration Rights Agreement, dated as of November 7, 2005, between Newkirk and Apollo Real Estate Investment Fund III, L.P. (Apollo) (filed as Exhibit 10.5 to NKTs 11/15/05 8-K) (1) | ||
10.44
|
| Registration Rights Agreement, dated as of November 7, 2005, between the Company and First Union (filed as Exhibit 10.6 to NKTs 11/15/05 8-K) (1) | ||
10.45
|
| Assignment and Assumption Agreement, effective as of December 31, 2006, among Newkirk, the Company, and Vornado Realty L.P. (filed as Exhibit 10.12 to the 01/08/07 8-K) (1) | ||
10.46
|
| Assignment and Assumption Agreement, effective as of December 31, 2006 among Newkirk, the Company, and Apollo Real Estate Investment Fund III, L.P. (filed as Exhibit 10.13 to the 01/08/07 8-K) (1) | ||
10.47
|
| Assignment and Assumption Agreement, effective as of December 31, 2006, among Newkirk, the Company, and Winthrop Realty Trust filed as Exhibit 10.14 to the 01/08/07 8-K) (1) | ||
10.48
|
| Registration Rights Agreement, dated as of January 29, 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 4.3 to the 01/29/07 8-K) (1) | ||
10.49
|
| Common Share Delivery Agreement, made as of January 29, 2007, between the MLP and the Company (filed as Exhibit 10.77 to the 2006 10-K) (1) | ||
10.50
|
| 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) | ||
10.51
|
| Common Share Delivery Agreement, made as of January 29, 2007 between the MLP and the Company (filed as Exhibit 4.5 to the 03/09/2007 8-K) (1) | ||
10.52
|
| Property Management Agreement, made as of December 31, 2006, among the Company (Filed as Exhibit 10.15 to the 01/08/07 8-K) (1) | ||
10.53
|
| Limited Partnership Agreement, dated as of August 10, 2007, among LMLP GP LLC, The Lexington Master Limited Partnership and Inland American (Net Lease) Sub, LLC (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 16, 2007 (the 08/16/2007 8-K)) (1) |
33
Exhibit No. | Description | |||
10.54
|
| Contribution Agreement, dated as of August 10, 2007, between The Lexington Master Limited Partnership and Net Lease Strategic Assets Fund L.P. (filed as Exhibit 10.2 to the 08/16/2007 8-K) (1) | ||
10.55
|
| Purchase and Sale Agreement, dated as of August 10, 2007, between The Lexington Master Limited Partnership and Net Lease Strategic Assets Fund L.P. (filed as Exhibit 10.3 to the 08/16/2007 8-K) (1) | ||
10.56
|
| Management Agreement, dated as of August 10, 2007, between Net Lease Strategic Assets Fund L.P. and Lexington Realty Advisors, Inc. (filed as Exhibit 10.4 to the 08/16/2007 8-K) (1) | ||
10.57
|
| Purchase Agreement, dated as of June 1, 2007, between the Company and the Common Retirement Fund of the State of New York for interests in Lexington Acquiport Company II, LLC (filed as Exhibit 10.4 to the 06/07/2007 8-K) (1) | ||
10.58
|
| Partial Redemption Agreement, dated as of June 5, 2007, between Lexington/Lion Venture L.P., CLPF-LXP/LV, L.P. and the Company (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 28, 2007 (the 06/28/2007 8-K) (1) | ||
10.59
|
| Contribution Agreement, dated as of June 5, 2007, between the Company and the MLP (filed as Exhibit 10.2 to the 06/28/2007 8-K) (1) | ||
10.60
|
| Redemption Agreement, dated as of June 5, 2007, between Lexington/Lion Venture L.P., CLPF-LXP/LV, L.P. and CLPF-LXP/Lion Venture GP, LLC (filed as Exhibit 10.3 to the 06/28/2007 8-K) (1) | ||
31.1
|
| 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 (3) | ||
31.2
|
| 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) | ||
32.1
|
| 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) | ||
32.2
|
| 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) |
(1) | Incorporated by reference. | |
(2) | Filed herewith. | |
(3) | Furnished herewith. | |
(4) | Management contract or compensatory plan or arrangement. |
34
Lexington Realty Trust |
||||
Date: November 9, 2007 | By: | /s/ T. Wilson Eglin | ||
T. Wilson Eglin | ||||
Chief Executive Officer, President and Chief Operating Officer | ||||
Date: November 9, 2007 | By: | /s/ Patrick Carroll | ||
Patrick Carroll | ||||
Chief Financial Officer, Executive Vice President and Treasurer | ||||
35