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(Address of principal executive offices) (zip code)
(i212)
i692-7200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iShares
of beneficial interest, par value $0.0001 per share, classified as Common Stock
iLXP
iNew York Stock Exchange
i6.50%
Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share
iLXPPRC
iNew 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. iYes☒ 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 ☐iNo☒
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. iYes☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). iYes☒ No ☐
Indicate by check mark whether the
registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes i☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes i☐ No ☒
The aggregate market value of the shares of beneficial interest, par value $0.0001 per share, classified as common stock (“common shares”) of LXP Industrial Trust held by non-affiliates as of June 30, 2021, which was the last business day of the
registrant's most recently completed second fiscal quarter, was $i3,249,694,342 based on the closing price of the common shares on the New York Stock Exchange as of that date, which was $11.95 per share.
Number of common shares outstanding as of February 22, 2022 was i285,653,041.
Certain information contained in the Definitive Proxy Statement for LXP Industrial Trust's Annual Meeting of Shareholders, or an amendment on Form 10-K/A, is incorporated by reference in this Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
Unless stated otherwise or the context otherwise requires, the “Company,” the “Trust,”“LXP ,”“we,”“our,” and “us” refer collectively to LXP Industrial Trust and its consolidated subsidiaries. All of the Company's interests in properties are held, and all property operating activities are conducted, through special purpose entities, which we refer to as property owner subsidiaries or lender subsidiaries and are separate and
distinct legal entities, but in some instances are consolidated for financial statement purposes and/or disregarded for income tax purposes.
When we use the term “REIT,” we mean real estate investment trust. All references to 2021, 2020 and 2019 refer to our fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019, respectively.
When we use the term “GAAP,” we mean United States generally accepted accounting principles in effect from time to time.
When we use the term “common shares,” we mean our shares of beneficial interest par value $0.0001, classified as common stock. When we use the term “Series C Preferred Shares,” we mean our beneficial
interest classified as 6.50% Series C Convertible Preferred Stock.
When we use the term “base rent,” we mean GAAP rental revenue and ancillary income, but excluding billed tenant reimbursements and lease termination income.
The terms “FFO,”“Adjusted Company FFO,” and “NOI” are defined in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report.
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,”“may,”“plans,”“predicts,”“will,”“will likely result” 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 under “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 the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.
PART I.
Item
1. Business
General
We are a Maryland real estate investment trust, qualified as a REIT for federal income tax purposes, focused on single-tenant warehouse/distribution real estate investments. A majority of our properties are subject to net or similar leases, where the tenant bears all or substantially all of the costs, including cost increases, for real estate taxes, utilities, insurance and ordinary repairs. However, certain leases provide that the landlord is responsible for certain operating expenses.
As of December 31, 2021, we had equity ownership interests in approximately 121 consolidated real estate properties, located in 23 states and containing
an aggregate of approximately 54.8 million square feet of space, approximately 97.4% of which was leased.
We became a Maryland REIT in December 1997. Prior to that, our predecessor was organized in the state of Delaware in October 1993 upon the rollup of two partnerships focused on the investment in diversified net-leased assets. Primarily all of our business is conducted through wholly-owned
subsidiaries, but we conduct a portion of our business through an operating partnership subsidiary, Lepercq Corporate Income Fund L.P., which we refer to as LCIF.
Historically, LCIF enabled us to acquire properties by issuing limited partner interests in LCIF, which we refer to as OP units, to sellers of property, as a form of consideration in exchange for the property. The outstanding OP units not held by LXP 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. As of December 31, 2021, there were approximately 0.8 million OP units outstanding, other than OP units held by LXP, which were convertible into approximately 0.9 million common shares,
assuming redemptions are satisfied entirely with common shares.
Since December 31, 2015 through December 31, 2021, we transitioned our portfolio from approximately 16% warehouse/distribution assets to approximately 98% warehouse/distribution assets. As of December 31, 2021, our portfolio consisted of 109 warehouse/distribution facilities and 12 other properties.
On February 8, 2022, we announced that our Board of Trustees initiated a review of our strategic alternatives.
Strategy
General.
Our business strategy is focused on growing our portfolio with attractive warehouse/distribution properties in target markets while maintaining a strong flexible balance sheet to allow us to act on opportunities as they arise. Going forward, we intend to continue acquiring warehouse/distribution properties with strong income and growth characteristics that we believe provide an optimal balance of income and capital appreciation.
We provide capital to merchant builders by providing construction financing and/or a takeout for build-to-suit projects, speculative development properties and recently developed properties with vacancy. We believe our development strategy provides us with higher returns than we could obtain in the existing purchase market. We also believe our strategy mitigates against certain development risks and overhead costs because we partner with
merchant builders, who are generally responsible for typical cost overruns. However, we are constantly exploring ways to be more efficient and earn higher returns.
We believe our current strategy provides shareholders with a secure dividend that mitigates against unexpected costs and the cyclicality of many asset classes and investment strategies. While we believe our strategy is more defensive than most industrial REITs, we believe this makes us a “safe alternative” for investors in the industrial sector and the net lease sector.
Target Markets. We focus our investment strategy on growing markets where we believe there are advantages to building a geographic concentration. The main driver of the growth in these markets is primarily to service population growth and the expansion of e-commerce and supply chains. We focus less on market size, and more
on the growth prospects of a market, including the potential for a market to become a top 25 or top 50 market.
Our current target markets are in the Sunbelt and the Midwest. While our investment strategy of investing in predominately single-tenant warehouse and distribution properties is not limited to specific markets, we believe that having concentration in certain markets allows us to better manage our investments and source additional investments. However, we may purchase and develop properties in other markets if favorable opportunities are identified and we may refine our investment strategy from time to time depending on market developments.
Our target markets in the Sunbelt are Phoenix, Dallas-Fort Worth, Memphis, Atlanta, Savannah, Greenville-Spartanburg and Central Florida. The markets in the Southeast offer favorable business climates, proximity to one of the fastest-growing
population regions in the United States and access to significant rail, port and air logistics networks.
Our target markets in the Midwest are in Illinois, Indiana and Ohio, with a particular focus on the lower Midwest markets of Cincinnati, Columbus and Indianapolis. The markets in this geographic region are attractive to e-commerce tenants primarily due to less expensive occupancy costs compared to coastal markets, their central location with access to major U.S. population centers and extensive multi-modal transportation linkages.
We believe the attributes of our target markets attract tenants and drive demand for space in these markets. We expect to continue to grow within each of these target markets while reviewing additional markets for expansion.
Building Type. We target general purpose warehouse/distribution facilities that are versatile and easily leased to alternative users and have other attractive features, including some or all of the following features:
•Clear heights generally ranging from 28 feet for smaller buildings to 40 feet for larger buildings.
•Wide column spacing and speed bays.
•Efficient loading dock ratios.
•Deep truck courts.
•Cross docking for larger facilities.
•Ample
trailer and employee parking.
The average age of the properties we acquired/completed and placed into service in 2021 was approximately 1.5 years.
Tenants. We believe we have a diversified tenant base and are not dependent upon any one tenant. See “Item 2—Properties—Tenant Diversification.”
Institutional Fund Management. We also provide advisory services and co-invest with high-quality institutional investors in non-consolidated entities. Two of these institutional joint ventures, for which there are no future commitments, are invested in non-industrial assets.
During 2021, we recapitalized a portfolio of 22 special
purpose industrial assets comprised of manufacturing and cold storage assets through the formation of an institutional joint venture, NNN MFG Cold JV L.P. ("MFG Cold JV") in which we held a 20% interest as of December 31, 2021. We expect to grow MFG Cold JV with an additional equity commitment of $250 million, of which our proportionate share is $50 million, by acquiring special purpose industrial properties outside of our core warehouse/distribution focus. We believe investing in special purpose industrial properties allows us to mitigate the risk of investing in these types of industrial assets while earning certain fees related to the operation and growth of the joint venture.
Our institutional joint ventures use non-recourse mortgage loans to finance their investments.
Insurance
We
maintain comprehensive property, liability and pollution insurance policies with limits that we believe are appropriate for our portfolio. Our property insurance policy includes business interruption and windstorm coverage. The premiums for our property liability and pollution insurance are generally reimbursed by our tenants.
Regulation
We are subject to various laws, ordinances and regulations, including:
REIT. 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. We conduct certain taxable activities through our taxable REIT subsidiary, Lexington Realty Advisors, Inc.
Americans with Disabilities Act. Our properties must comply with the Americans with Disabilities Act of 1990, as amended, or the Americans with Disabilities Act, to the extent that such properties are “public accommodations” as defined under the Americans with Disabilities Act. Although we believe that our properties in the aggregate substantially comply with current requirements of the Americans with Disabilities Act, and we have not received any notice for correction, we have not conducted a comprehensive audit or investigation of all of our properties to determine whether we are in compliance.
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.
Competition
There are numerous developers, real estate companies, financial institutions, such as banks and insurance companies, 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.
We manage our operations on an aggregated, single segment basis for purposes of assessing performance and making operating decisions, and accordingly, have only one reporting and operating segment.
Human Capital
While our investment focus is on physical assets, human capital is critical to our success. We believe our management team is best-in-class with a track record for value creation. We maintain a supportive work atmosphere that values community and promotes professional and personal growth, work autonomy, and health and wellness. We rely on our employees and the employees of our contractors and vendors to operate our business and implement our strategy.
Employees. As
of December 31, 2021, we had 62 full-time employees and 1 part-time employee. Each of our employees work in one or more of the following departments: Investments, Asset Management, Accounting, Tax, Corporate, Legal and Information Technology.
Other than certain of our executive officers, we do not believe that any one employee is material to our operations, but we believe that all of our employees are important for our operations. However, the compensation for employees with the title Assistant Vice President and above generally includes long-term equity awards in an effort to retain their services.
On at least an annual basis, our Chief Executive Officer submits a management succession plan that provides for the ordinary course and emergency succession for our Chief Executive Officer and other key members of management, which
is reviewed by the Nominating and Corporate Governance Committee of our Board of Trustees and, ultimately, our Board of Trustees.
Due to the ongoing COVID-19 pandemic, most of our employees are working remotely. We have regularly engaged with our employees through company-wide video-conference meetings and social events.
Attraction & Retention of Talent. We attract talent by maintaining a good office culture and providing competitive compensation and benefits. Some of our benefit highlights are:
•Medical insurance with a portion of the premiums paid by us. The minimum employee portion of premium to participate in one of the medical insurance plans for a single employee making less than $100,000 in base salary per year is $1 per month.
•Dental
and vision benefits at no cost to our employees.
•A minimum of 14 paid time off, or PTO, days for first year employees, which increases to 19 PTO days in the third and fourth year of employment and 24 PTO days in the fifth year of employment.
•Flexible working arrangements where employees are able to work from home on specified days per workweek (during non-pandemic times).
•Technology allowance to offset the costs of working remotely.
Due to the small size of our employee base, our turnover is generally low. In 2021, five employees voluntarily or involuntarily separated service from us and we hired 12 employees for a net change of seven employees.
Demographics. We
believe there are many benefits to diversity in our employee base. Of our 62 full-time employees at December 31, 2021, 61% were female and 42% were non-white. Of our 11 executive employees at December 31, 2021, 27% were female and 9% were non-white.
In 2020, our employees formed a Diversity, Equity and Inclusion Committee, or the DEIC. The mission of the DEIC is to make LXP better by actively promoting diversity, equity and inclusion officewide as well as for and among our current and future stakeholders. To that end, we are establishing programs and initiatives to motivate and empower LXP to make a positive difference, including programs focused on recruiting. Furthermore, we maintain a diversity, equity and inclusion policy.
Training and Development. We
maintain a variety of training programs for our employees, including those for sustainability, accounting, cybersecurity, harassment and anti-corruption/bribery.
Employee Engagement. We regularly engage our employees through the following methods:
•During 2021, we conducted a mid-year performance review for our non-executive employees and a year-end performance review for all of our employees. The year-end performance review consisted of a 180-degree review where non-executive employees reviewed their immediate supervisor. We believe
this 180-degree review provides an objective measurement of our employees' performance. Our executive employees are reviewed by our Board of Trustees.
•During 2021, we engaged our employees with several surveys, including an employee satisfaction survey.
Human Rights. Respect for human rights and well-being is essential. We maintain an enterprise level human rights policy.
Vendors and Contractors. We outsource the following material functions:
•Information Technology. We use TetherView, LLC for managed IT services and BDO USA, LLC for virtual chief technology officer services, including cybersecurity.
•Internal Audit. We use
Ernst & Young LLP for our internal audit function.
•Property Management. We primarily use CBRE, Cushman & Wakefield and Jones Lang LaSalle for the management of our properties where we have operating responsibilities. We also use the management affiliates of the developer/sellers of properties we acquire for the management of such properties if we have operating responsibilities and we believe it is important for such management affiliates to continue to manage the property.
•ESG. We use Lord Green Real Estate Strategies, Inc. to assist us with our environmental, social and governance, or ESG, initiatives.
We maintain a supplier code of conduct for our vendors and contractors.
Summary
of 2021 Transactions and Recent Developments
The following summarizes certain of our transactions during 2021, including transactions disclosed elsewhere and in our other periodic reports.
Leasing Activity.
During 2021, we entered into new leases and lease extensions encompassing 8.5 million square feet. The average fixed rent on these extended leases was $4.04 per square foot compared to the average fixed rent on these leases before extension of $3.64 per square foot. The weighted-average cost of tenant improvements and lease commissions was $2.91 per square foot for new leases and $2.75 per square foot for extended leases.
Investments/Capital Recycling.
– Acquired/completed
and placed into service an aggregate of 26 warehouse/distribution properties for a total cost of $885.6 million.
–Invested approximately $111.5 million in five ongoing development projects and acquired 490 acres of developable land parcels.
– Recapitalized 22 special purpose industrial assets to MFG Cold JV with a gross valuation of $550.0 million and acquired a 20% interest for $30.8 million.
– Disposed of our interests in an additional 15 properties for an aggregate gross disposition price of $276.7 million.
Debt.
– Satisfied $42.3 million of non-recourse debt with a weighted-average interest rate of 5.6%.
– Issued $400
million aggregate principal amount of 2.375% Senior Notes due 2031, or 2031 Senior Notes, at an issuance price of 99.758% of the principal amount.
– Redeemed the remaining $188.8 million aggregate principal balance of our outstanding 4.25% Senior Notes due 2023 (the “2023 Senior Notes”).
–Issued 1.1 million common shares under our At-the-Market offering program generating net proceeds of approximately $13.5 million.
–Entered
into forward sales contracts to sell 16.0 million common shares as part of an underwritten equity offering and 3.6 million common shares under our At-the-Market offering program. As of December 31, 2021, the contracts had an aggregate settlement price of $226.1 million.
–Settled 5.0 million common shares previously sold on a forward basis for net proceeds of $53.6 million.
Subsequent to December 31, 2021, we acquired two warehouse/distribution properties for an aggregate cost of approximately $71.8 million.
Corporate
Responsibility
We seek to create a sustainable ESG+R platform that enhances both our company and shareholder value. We are committed to supporting our shareholders, employees, tenants, suppliers, creditors, and communities as we execute on our ESG+R objectives and initiatives. The ESG+R objectives below are integrated throughout our investment process and contribute to our ongoing long-term success on behalf of our shareholders.
Due to the properties in our portfolio primarily being subject to net leases where tenants are responsible for maintaining the buildings and are in control of their energy usage and environmental sustainability practices, our ability to implement ESG+R initiatives throughout our portfolio may be limited.
The Nominating and Corporate Governance Committee of our Board of Trustees oversees our ESG+R strategy and initiatives.
Environmental, Sustainability and Climate Change
Developing strategies that reduce our environmental impact and operational costs is a critical component of our ESG+R program.
Actions:
•Track and monitor all landlord-paid utilities and track tenant utility data wherever possible.
•Strategically implement green building certifications to highlight sustainability initiatives where feasible.
•Annually
review and evaluate sustainability opportunities to increase efficiency and reduce costs.
•Evaluate the opportunity to increase renewable energy (e.g. solar) across the portfolio.
Performance:
•In process to collect, track and monitor landlord paid energy, water, waste and recycling across the portfolio, and working to expand tenant-paid utility coverage.
•Evaluated the portfolio for green building certifications and energy ratings and obtained certifications for 20 properties in our portfolio as of December 31, 2021. In 2021, six properties received BREEAM USA In Use certifications.
•Maintained sustainability
focused resources for tenants and property managers including a Tenant Fit-Out Guide and Industrial Tenant Sustainability Guide.
•Continued to evaluate sustainability and efficiency initiatives across the portfolio to reduce energy consumption and drive down greenhouse gas emissions.
•Incorporated ESG into metrics for executive cash incentive awards.
•Engaged a third-party to perform climate change analytics for the implementation of our resiliency strategy.
•Published (i) ESG Objectives, including GHG emissions, energy consumption, water consumption, and diversion rate targets in accordance with the Paris Agreement, and (ii) a stakeholder engagement policy.
Social
We believe that actively engaging with stakeholders is critical to our business and ESG+R efforts, providing valuable insight to inform strategy, attract and retain top talent, and strengthen tenant relationships.
•Routinely engage with our tenants to understand leasing and operational needs at our assets and provide tools and resources to promote sustainable tenant operations.
•Coordinate with tenants and property
managers on health and well-being focused initiatives.
•Assess our tenant satisfaction and feedback through periodic tenant surveys.
•Provide our employees with periodic trainings, industry updates and access to tools and resources related to ESG+R.
•Provide our employees with health and well-being efforts focused on physical, emotional and financial health.
•Support the communities in which we live and work through philanthropic events and support local charities through volunteer events.
Performance:
•Collected and assessed feedback from our tenants through a survey conducted by
a third party.
•Engaged with our employees through regular surveys, including an employee satisfaction survey.
•Participated in clothing and food drives, and implemented a paid-time off policy for employees to volunteer in their local communities.
•Organized step and other health-related challenges for our employees, including participating in the J.P. Morgan Corporate Challenge, the world's largest corporate running event.
•Provide an employee assistance program with 24/7 unlimited access to referrals and resources for all work-life needs, including access to face-to-face and telephonic counseling sessions, legal and financial referrals and consultations.
Governance
Transparency
to our stakeholders is essential. We pride ourselves on providing our stakeholders with regular reports and detailed disclosures on our operational and financial health, and ESG efforts.
Actions:
•Strive to implement best governance practices, mindful of the concerns of our shareholders.
•Increase our ESG+R transparency and disclosure through reporting to frameworks, such as GRESB (the global ESG+R benchmark for real assets), and providing regular ESG updates to shareholders and other stakeholders.
•Monitor compliance with applicable benchmarking and disclosure legislation, including utility data reporting, audit and retro-commissioning requirements, and GHG emission laws.
•Evaluate
various industry groups that promote our alignment with recognized industry and ESG+R frameworks.
Performance:
•Maintain a Code of Business Conduct and Ethics, which includes a whistleblower policy, and provide annual training.
•Perform enterprise risk assessments and management succession planning.
•Became a GRESB Member and participated in GRESB Real Estate Assessment for the first time in 2021, earning the first-place ranking in our peer group, U.S. Industrial Listed.
•Published our first corporate responsibility report in 2021 aligned with SASB Real Estate Standards.
•Developed
a Stakeholder Engagement Policy to disclose our process when working with our key stakeholders including investors, property management teams, and tenants.
•Signed on to support the UN Women's Empowerment Principles and the CEO Action for Diversity & Inclusion.
•Conducted annual ESG+R training for asset managers.
Resilience
We believe that our resilience to climate change-related physical and transition risks is critical to our long-term success.
•Align
our resilience program with the Task Force on Climate-Related Financial Disclosures (TCFD) framework.
•Evaluate physical and transition climate-related risks as part of our acquisition due diligence process.
•Utilize climate analytics metrics to (1) identify physical risk exposure across the portfolio, (2) identify high risk assets and (3) expect to implement mitigation measures and emergency preparedness plans.
•Assess transition risks and opportunities arising from the shift to a low-carbon economy, including market, reputation, policy & legal, and technology.
Performance:
•Engaged
a third-party consultant to conduct ESG+R assessments on all acquisitions.
•Continued to be a supporter of the TCFD reporting framework.
•Engaged a climate analytics firm to evaluate physical risk across the portfolio due to climate change.
Principal Executive Offices.
Our principal executive offices are located at One Penn Plaza, Suite 4015, New York, New York10119-4015; our telephone number is (212) 692-7200.
Web Site. Our Internet address is www.lxp.com. We make available, free of charge, on or through the Investors section of our web
site or by contacting our Investor Relations Department, our 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 Securities and Exchange Commission, or SEC. Also posted on our web site, and available in print upon request of any shareholder to our Investor Relations Department, are our declaration of trust and by-laws, charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board of Trustees, our Corporate Governance Guidelines,
and our Code of Business Conduct and Ethics governing our trustees, officers and employees (which contains our whistleblower 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 or other people performing similar functions, and that relate to any matter enumerated in Item 406(b) of Regulation S-K. 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. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding LXP at http://www.sec.gov. 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 or documents furnished to the SEC.
Our Investor Relations Department can be contacted at LXP Industrial Trust, One Penn Plaza, Suite 4015, New York,
New York10119-4015, Attn: Investor Relations, by telephone: (212) 692-7200, or by e-mail: ir@lxp.com.
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 2021.
Set forth below are material factors that may adversely affect our business and operations.
Risks Related to Our Business
We are subject to risks related to defaults under, or termination or expiration of, our leases.
We focus our acquisition activities on industrial real estate properties that are generally net leased to single tenants, and certain of our tenants and/or their guarantors constitute a significant percentage of our rental revenues. Therefore, the financial failure of, or other default by, a single tenant under its
lease is likely to cause a significant or complete reduction in the operating cash flow generated by the property leased to that tenant and might decrease the value of that property and result in a non-cash impairment charge. If the tenant represents a significant portion of our rental revenues, the impact on our financial position may be material. Further, in any such event, our property owner subsidiary will be responsible for 100% of the operating costs following a vacancy at a single-tenant building.
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, subject to availability of funds from the bankruptcy estate, 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.
Our property owner subsidiaries may not be able to retain tenants in any of our properties upon the expiration of leases. Upon the expiration or other termination of current leases, our property owner subsidiaries may not be able to re-let all or a portion of the vacancy, or the terms of re-letting (including the cost of concessions to tenants and leasing commissions) may be less favorable than current lease terms or market rates. If one of our property owner subsidiaries is unable to promptly re-let all or a substantial portion of the vacancy, or if the rental rates a property owner subsidiary
receives upon re-letting are significantly lower than current rates, our earnings and ability to satisfy our debt service obligations and to make expected distributions to our shareholders may be adversely affected due to the resulting reduction in rent receipts and increase in property operating costs.
Certain of our leases may permit tenants to terminate the leases to which they are a party.
Certain of our leases contain tenant termination options or economic discontinuance options that permit the tenants to terminate their leases. While these options generally require a payment by the tenants, in most cases, the payments will be less than the total remaining expected rental revenue. The termination of a lease by a tenant may impair the value of the property. In addition, we will be responsible for 100% of the
operating costs following the termination by any such tenant and subsequent vacating of the property, and we will incur re-leasing costs.
Our ability to fully control the maintenance of our net-leased properties may be limited.
The tenants of our net-leased properties are responsible for maintenance and other day-to-day management of the properties. If a property is not adequately maintained in accordance with the terms of the applicable lease, we may incur expenses for deferred maintenance or other liabilities once the property is no longer leased. We generally visit our properties on an annual basis, but these visits are not comprehensive inspections and deferred maintenance items may go unnoticed. While our leases generally provide for recourse against the tenant in these instances, a bankrupt or financially-troubled tenant
may be more likely to defer maintenance, and it may be more difficult to enforce remedies against such a tenant.
You should not rely on the credit ratings of our tenants.
Some of our tenants, guarantors and/or their parent or sponsor entities are rated by certain rating agencies. In certain instances, we may disclose the credit ratings of our tenants or their parent or sponsor entities even though those parent or sponsor entities are not liable for the obligations of the tenant or guarantor under the lease. Any such credit ratings are subject to ongoing evaluation by these credit rating agencies and we cannot assure you that any such ratings will not be changed or withdrawn by these rating agencies in the future if, in their judgment, circumstances warrant. If these rating agencies assign a lower-than-expected
rating or reduce or withdraw, or indicate that they may reduce or withdraw, the credit rating of a tenant, guarantor or its parent entity, the value of our investment in any properties leased by such tenant could significantly decline.
We periodically evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on GAAP, which includes 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. Based on this evaluation, we may from time to time take non-cash impairment charges. These impairments could have a material adverse effect on our financial condition and results of operations. If we take an impairment charge on a property subject to a non-recourse secured mortgage and reduce the book value of such property below the balance of the mortgage on our balance sheet, upon foreclosure or other disposition, we may be required to recognize a gain on debt satisfaction.
Our real estate development activities are subject to additional risks.
Development activities generally require various government and other approvals, which we may not receive. We rely on third-party construction
managers and/or engineers to monitor certain construction activities. If we engage or partner with a developer, we rely on the developer to monitor construction activities and our interests may not be aligned. In addition, development activities, including speculative development and redevelopment and renovation of vacant properties, are subject to risks including, but not limited to:
•unsuccessful development opportunities could cause us to incur direct expenses;
•construction costs of a project may exceed original estimates, possibly making the project less profitable than originally estimated or unprofitable;
•time required to complete the
construction of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;
•legal action to compel performance of contractors, developers or partners may cause delays and our costs may not be reimbursed;
•we may not be able to find tenants to lease the space built on a speculative basis or in a redeveloped or renovated building, which will impact our cash flow and ability to finance or sell such properties;
•there may be gaps in warranty obligations of our developers and contractors and the obligations to a tenant;
•occupancy
rates and rents of a completed project may not be sufficient to make the project profitable; and
•favorable financing sources to fund development activities may not be available.
In addition, our development activities are subject to risks related to supply-chain disruptions and inflation, which increase costs and may delay completion.
A tenant’s bankruptcy proceeding may result in the re-characterization of related sale-leaseback transactions or in the restructuring of the tenant's payment obligations to us, either of which could adversely affect our financial condition.
We have entered and may continue to enter into sale-leaseback
transactions, whereby we purchase a property and then lease the same property back to the person from whom we purchased it. In the event of the bankruptcy of a tenant, a transaction structured as a sale-leaseback may be re-characterized as either a financing or a joint venture. As a result of the foregoing, the re-characterization of a sale-leaseback transaction could adversely affect our financial condition, cash flow and the amount available for distributions to our shareholders.
If the sale-leaseback were re-characterized as a financing, we might not be considered the owner of the property, and as a result, would have the status of a creditor in relation to the tenant. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease, with the claim arguably
secured by the property. The tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms and prevented from foreclosing our lien on the property. If the sale-leaseback were re-characterized as a joint venture, our tenant and we could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the tenant relating to the property.
A significant portion
of our leases are long-term and do not have fair market rental rate adjustments, which could negatively impact our income and reduce the amount of funds available to make distributions to shareholders.
A significant portion of our rental income comes from long-term net leases, which generally provide the tenant greater discretion in using the leased property than ordinary property leases, such as the right to freely sublease the property, to make alterations in the leased premises and to terminate the lease prior to its expiration under specified circumstances. Furthermore, net leases typically have longer lease terms and, thus, there is an increased risk that contractual rental increases in future years will fail to result in fair market rental rates during those years. If we do not accurately judge the potential for increases in market rental rates when negotiating these long-term leases or if we are unable to obtain any
increases in rental rates over the terms of our leases, significant increases in future property operating costs, to the extent not covered under the net leases, could result in us receiving less than fair value from these leases. As a result, our income and distributions to our shareholders could be lower than they would otherwise be if we did not engage in long-term net leases.
In addition, increases in interest rates may also negatively impact the value of our properties that are subject to long-term leases. While a significant number of our net leases provide for annual escalations in the rental rate, the increase in interest rates may outpace the annual escalations.
Interests in loans receivable are subject to delinquency, foreclosure and loss.
While
loan receivables are not a primary focus, we make loans to purchasers of our properties and developers. 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 many risks including delinquency. 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 we would not recover the full value of the loan as the collateral may be non-performing.
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 industrial properties and related assets. 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 or speculative property and/or the development of a land parcel. For newly constructed properties, we may (1) provide a developer with either a combination of financing for the construction of a property or a commitment to acquire a property upon completion of construction of a property and commencement of rent from the tenant, (2) acquire a property subject to a lease and engage a developer to complete construction of a property as required by the lease, or (3) partner with a developer to acquire and develop or acquire on our own and engage a developer to develop land and pursue development opportunities.
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.
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 to satisfy our debt service obligations and distributions to shareholders may be adversely affected.
Our investment and disposition activity may lead to dilution.
Our strategy is to increase our investment in general purpose, well located warehouse/distribution assets and reduce our exposure to all other
asset types. We believe this strategy will lessen capital expenditures over time and mitigate revenue reductions on renewals and re-tenanting. To implement this strategy, we have been selling non-industrial assets and recapitalizing special purpose industrial assets, which generally have higher capitalization rates, and buying warehouse and distribution properties, which, in the current competitive market, generally have lower capitalization rates. This strategy impacts growth in the short-term period. There can be no assurance that the implementation of our strategy will lead to improved results or that we will be able to execute our strategy as contemplated or on terms acceptable to us.
Investment activities may not produce expected results and may be affected by outside factors.
The demand for industrial space in the United States is generally related to the level of economic output and consumer demand. Accordingly, reduced economic output and/or consumer demand may lead to lower occupancy rates for our properties. The concentration of our investments, among other factors, in industrial assets may expose us to the risk of economic downturns specific to industrial assets to a greater extent than if our investments were diversified.
Investment in commercial properties entail certain risks, such as (1) underwriting assumptions, including 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 and/or tenant credit conditions at the time of dispositions.
We may not be successful in identifying suitable real estate properties or other assets that meet our investment criteria. We may also fail to complete investments on satisfactory terms. Failure to identify or complete investments could slow our growth, which could, in turn, have a material adverse effect on our financial condition and results of operations.
Properties
where we have operating responsibilities and multi-tenant properties expose us to additional risks.
Properties where we have operating responsibilities involve risks not typically encountered in real estate properties which are fully operated by a single tenant. The ownership of properties which are not fully operated by a single tenant 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 and/or the amounts budgeted. Depending on the tenant’s leverage in the lease negotiation, the tenant may be successful in negotiating for caps on certain operating expenses and we are responsible for any amounts in excess of any cap.
Multi-tenant properties are also subject 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. Moreover, tenant turnover and fluctuation in occupancy rates, could affect our operating results. This risk may be compounded by the failure of existing tenants to satisfy their obligations due to various factors. These risks, in turn, could cause a material adverse impact to our results of operations and business.
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 certain 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.
Cybersecurity
risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, misappropriation of assets and/or damage to our business relationships, all of which could negatively impact our financial results.
Cyber incidents may result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant, investor and/or vendor relationships. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those we have outsourced. Any processes, procedures and internal controls that we implement, as well as our increased awareness of the nature and extent of a risk of a cyber incident, do not guarantee that our financial results, operations,
business relationships or confidential information will not be negatively impacted by such an incident.
Insider or employee cyber and security threats are increasingly a concern for all companies, including ours. In addition, social engineering and phishing are a particular concern for companies with employees. As a landlord, we are also susceptible to cyber attacks on our tenants and their payment systems. We are continuously working to install new, and to upgrade our existing, network and information technology systems and to provide employee awareness training around phishing, malware
and other cyber risks to ensure that we are protected, to the greatest extent possible, against cyber risks and security breaches. However, such upgrades, new technology and training may not be sufficient to protect us from all risks.
As a smaller company, we use third-party vendors to assist us with our network and information technology requirements. While we carefully select these third-party vendors, we cannot control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber attacks and security breaches at a vendor could adversely affect our operations.
Competition may adversely affect our ability to purchase properties.
There
are numerous other companies and individuals with greater financial and other resources than we have that compete with us in seeking investments and tenants. This competition may result in a higher cost for properties and lower returns and impact our ability to grow.
We may have limited control over our joint venture investments.
Our 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 joint venture investments include impasses on decisions,
such as a sale, because neither we nor our partner may have full control over the joint venture. Also, there is no limitation under our organizational documents as to the amount of funds that may be invested in joint ventures.
Our ability to change our portfolio is limited because real estate investments are illiquid.
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.
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. Changes made by our Board of Trustees may not serve the interests of debt or equity security holders and could adversely affect our financial condition or results of operations, including our ability to satisfy our debt service obligations, distribute cash to shareholders and qualify as a REIT. Accordingly, shareholders' control over changes in our strategies and
policies is limited to the election of trustees.
We may incur significant costs in connection with our Board of Trustees' review of strategic alternatives and related matters. Such costs include, but are not limited to, legal and other professional advisory fees and expenses.
The current outbreak of COVID-19, or the future outbreak of any other highly infectious or contagious diseases, could adversely impact or cause
disruption to our business, financial condition, results of operations and cash flows. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economy, may further disrupt financial markets and could potentially create widespread business continuity issues.
In recent years the outbreaks of a number of diseases, including Avian Bird Flu, H1N1, and various other "super bugs," have increased the risk of a pandemic. On March 11, 2020, the World Health Organization declared COVID-19, a novel strain of the coronavirus, a pandemic, and on March 13, 2020 the United States declared a national emergency with respect to COVID-19. Although vaccines have been developed and are widely distributed in the United States, newer and more contagious variants
of COVID-19 have further amplified the impact of the pandemic while significant components of the United States population are resistant to vaccination efforts.
The COVID-19 pandemic has also coincided with labor shortages and increased staffing costs for many companies operating in the United States. COVID-19 related disruptions to the international supply chain, including transportation and distribution delays, longer lead times for construction materials and increased construction costs have resulted in shortages of certain goods and inflationary conditions. These developments, as well as other ramifications of the COVID-19 pandemic may result in prolonged inflationary conditions that could have a detrimental impact on our tenant base, our ability to lease vacant space and our ability to grow through development and acquisition. Future adverse impacts to the economy caused by COVID-19
may also result in market volatility and large swings in global stock prices that may negatively impact our share price. These potential risks could also negatively impact our future ability to access capital, which would negatively impact our liquidity and our ability to execute our strategic plans.
The impacts of the outbreak could, among other things, negatively affect (i) the operation of our properties, (ii) the effectiveness of our strategic decision making, (iii) the operation of an effective cyber security function, (iv) the operation of our key information systems, (v) our ability to make timely filings with the SEC and (vi) our ability to maintain an effective control environment.
The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of
COVID-19. Nevertheless, the COVID-19 outbreak has had, and future pandemics could have, a significant adverse impact on economic and market conditions of economies around the world, including the United States, the results of which have and would present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
Potential disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms and have other adverse effects on us.
The United States credit markets have periodically experienced significant dislocations and liquidity disruptions, which have caused the spreads on prospective debt financings to widen considerably. These circumstances may materially impact liquidity in the debt markets, making financing terms for borrowers
less attractive, and in certain cases may result in the unavailability of certain types of debt financing. 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 may have 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, our tenants or the economy in general.
Natural disasters and the effects of climate change could have a concentrated impact on the areas where we operate and could adversely impact our results.
We invest in properties on a nationwide basis. Natural disasters, including earthquakes, storms, tornados, floods and hurricanes, could impact our properties in these and other areas in which we operate. Potentially adverse consequences of global warming, including rising sea levels, could similarly have an impact on our properties. Over time, these conditions could result in declining demand for space in our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing
the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy at our properties and requiring us to expend funds as we seek to repair and protect our properties against such risks. Incurring these losses, costs or business interruptions may adversely affect our operating and financial results.
Our substantial indebtedness
could adversely affect our financial condition and our ability to fulfill our obligations under the documents governing our unsecured indebtedness and otherwise adversely impact our business and growth prospects.
We have a substantial amount of debt. We may be 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 declaration of trust nor any policy statement formerly adopted by our Board of Trustees limits the total amount of indebtedness that we may incur, and accordingly, we could become even more highly leveraged. As of December 31, 2021, our total consolidated indebtedness was approximately $1.5 billion and we had approximately $600.0 million available for borrowing under our principal credit agreement, subject
to covenant compliance.
Our substantial indebtedness could adversely affect our financial condition and results of operations and have important consequences to us and our debt and equity security holders. For example, it could:
•make it more difficult for us to satisfy our indebtedness and debt service obligations and adversely affect our ability to pay distributions;
•increase our vulnerability to adverse economic and industry conditions;
•require us to dedicate a substantial portion of our cash flow from operations to the payment of interest on and principal of our indebtedness, thereby reducing the availability of cash to fund working capital,
capital expenditures and other general corporate purposes;
•limit our ability to borrow money or sell stock to fund our development projects, working capital, capital expenditures, general corporate purposes or acquisitions;
•restrict us from making strategic acquisitions or exploiting business opportunities;
•place us at a disadvantage compared to competitors that have less debt; and
•limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.
In addition, the agreements that govern our current indebtedness contain, and the agreements that may govern any future
indebtedness that we may incur may contain, financial and other restrictive covenants, which may limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of our debt.
Market interest rates could have an adverse effect on our borrowing costs, profitability and the value of our fixed-rate debt securities.
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, 2021, we have $129.1 million
of trust preferred securities that matures in April 2037 that is LIBOR indexed. In addition, we have a $300.0 million unsecured term loan which matures January 2025 that is LIBOR indexed and is subject to interest rate swap agreements through January 2025. Also, our unsecured revolving credit facility is subject to a variable interest rate. 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. Also, fixed-rate debt securities generally decline in value as market rates rise because the premium, if any, over market interest rates will decline.
The LIBOR index rate may not be available
in the future.
In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On March 5, 2021, the Financial Conduct Authority further announced that it intends to stop compelling banks to submit rates for the calculation of one, three and six month LIBOR after June 30, 2023. It is unclear whether new methods of calculating such LIBOR periods will be established such that they continue to exist after June 30, 2023. It is not possible to predict the effect of these changes, other reforms or the establishment of alternative reference rates in the United States or elsewhere. The Alternative Reference Rates Committee (or ARRC) has
proposed that the Secured Overnight Financing Rate (or SOFR) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. Our trust preferred securities do not provide for a clear alternative to USD-LIBOR.
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 variable-rate liabilities. As of December 31, 2021, we had aggregate interest rate swap agreements on $300.0 million of borrowings. The counterparties of these arrangements are major financial institutions; however, we are exposed to credit risk in the event of non-performance or default by the counterparties. Further, additional risks, including losses on a hedge position, may reduce the return on our investments. Such losses may exceed the amount invested in such instruments. We may also have to pay certain costs, such as transaction fees or breakage costs, related to hedging transactions.
Covenants in certain
of the agreements governing our debt could adversely affect our financial condition, investment activities and/or operating activities.
Our unsecured revolving credit facility, unsecured term loan and indentures governing our senior notes contain certain cross-default and cross-acceleration provisions as well as customary restrictions, requirements and other limitations on our ability to incur indebtedness and consummate mergers, consolidations or sales of all or substantially all of our assets. Our ability to borrow under our unsecured revolving credit facility is also subject to compliance with certain other covenants. In addition, failure to comply with our covenants could cause a default under the applicable debt instrument and we may then be required to repay such debt with capital from other sources. Under those circumstances, other
sources of capital may not be available to us or be available only on unattractive terms. Additionally, our ability to satisfy current or prospective lenders' insurance requirements may be adversely affected if lenders generally insist upon greater insurance coverage than is available to us in the marketplace or on commercially reasonable terms.
We rely on debt financing, including borrowings under our unsecured revolving credit facility, unsecured term loan, debt securities, and debt secured by individual properties, for working capital, including to finance our investment activities. If we are unable to obtain financing from these or other sources, or to refinance existing indebtedness upon maturity, our financial condition and results of operations could be adversely affected.
The documents governing
our non-recourse indebtedness contain restrictions on the operations of our property owner subsidiaries and their properties. Certain activities, like leasing and alterations, may be subject to the consent of the applicable lender. In addition, certain lenders engage third-party loan servicers that may not be as responsive as we would be or as the leasing market requires.
We face risks associated with refinancings.
Some of the properties in which we have an interest are subject to a mortgage or other secured notes with balloon payments due at maturity. In addition, our corporate level borrowings require interest only payments with all principal due at maturity.
Our
ability to make the scheduled balloon payments on any corporate recourse note will depend on our access to the capital markets, including our ability to refinance the maturing note. Our ability to make the scheduled balloon payment on any 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 unsecured 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 other means or the property owner subsidiary may declare bankruptcy.
We face risks associated with returning properties to lenders.
Some of
the properties in which we have an interest are subject to non-recourse mortgages, which generally provide that a lender's only recourse upon an event of default is to foreclose on the property. In the event these properties are conveyed via foreclosure to the lenders thereof, we would lose all of our interest in these properties. The loss of a significant number of properties to foreclosure or through bankruptcy of a property owner subsidiary could adversely affect our financial condition and results of operations, relationships with lenders and ability to obtain additional financing in the future.
In
addition, a lender may attempt to trigger a carve out to the non-recourse nature of a mortgage loan. To the extent a lender is successful, the ability of our property owner subsidiary to return the property to the lender may be inhibited and/or we may be liable for all or a portion of such loan.
Certain of our indebtedness is subject to cross-default, cross-acceleration and cross-collateral provisions.
Substantially all of our corporate level borrowings and, in the future, certain of our secured indebtedness may, contain cross-default and/or cross-acceleration provisions, which may be triggered if we default on certain indebtedness in excess of certain thresholds. In the event of such a default, the resulting cross defaults and/or cross-accelerations may adversely impact our financial condition.
Two
of our non-consolidated joint ventures have portfolio loans where the loans are cross-collateral with all of the assets in the portfolio.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to make payments on and to refinance our indebtedness depends on our ability to generate cash in the future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness. Additionally, if we incur additional indebtedness in connection with
future acquisitions or development projects or for any other purpose, our debt service obligations could increase.
The effective subordination of our unsecured indebtedness and any related guaranty may reduce amounts available for payment on our unsecured indebtedness and any related guaranty.
The holders of our secured debt may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt and any related guaranty. The holders of any of our secured debt also would have priority with respect to the secured collateral over unsecured creditors in the event of a bankruptcy, liquidation or similar proceeding.
None of our subsidiaries
are guarantors of our unsecured debt; therefore assets of our subsidiaries may not be available to make payments on our unsecured indebtedness.
We are the sole borrower of our unsecured indebtedness and none of our subsidiaries were guarantors of our unsecured indebtedness. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of subsidiary debt, including trade creditors, will generally be entitled to payment of their claims from the assets of our subsidiaries before any assets are made available for distribution to us.
All
of our assets are held through our subsidiaries. Consequently, our cash flow and our ability to meet our debt service obligations depend in large part upon the cash flow of our subsidiaries and the payment of funds by our subsidiaries to us in the form of distributions or otherwise.
Risks Related to Investment in our Equity
We may change the dividend policy for our common shares in the future.
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.
Securities eligible for future sale may have adverse effects on our share price.
We have an unallocated universal shelf registration statement
and we also maintain an At-the-Market offering program and a direct share purchase plan, pursuant to which we may issue additional common shares. There is no restriction on our issuing additional common or preferred shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common or preferred shares or any substantially similar securities. Pursuant to our At-the-Market offering, we
may enter into forward sale agreements. Settlement provisions contained in any forward sale agreement could result in substantial dilution to our earnings per share or result in substantial
cash payment obligations. In addition, in the case of our bankruptcy or insolvency, any forward sale agreement will automatically terminate, and we would not receive the expected proceeds from the sale of our common shares under such agreement.
We disclose certain non-GAAP financial measures in documents filed and/or furnished with the SEC; however, the non-GAAP financial measures we disclose are not equivalent to applicable comparable GAAP measures, and you should consider GAAP measures to be more relevant to our operating performance.
We use and disclose to investors FFO, Adjusted Company FFO, NOI and other non-GAAP financial measures. FFO, Adjusted Company FFO, NOI and the other non-GAAP financial measures are not equivalent to our net income or loss as determined in accordance with GAAP, and investors should
consider GAAP measures to be more relevant to evaluating our operating performance. FFO, Adjusted Company FFO and NOI, and GAAP net income (loss) differ because FFO, Adjusted Company FFO and NOI exclude many items that are factored into GAAP net income or loss.
Because of the differences between FFO, Adjusted Company FFO, NOI and GAAP net income or loss, FFO, Adjusted Company FFO and NOI may not be accurate indicators of our operating performance, especially during periods in which we are acquiring and selling properties. In addition, FFO, Adjusted Company FFO and NOI are not necessarily indicative of cash flow available to fund cash needs and investors should not consider FFO, Adjusted Company FFO or NOI as alternatives to cash flows from operations, as an indication of our liquidity or as indicative of funds available to fund our cash needs, including our ability to make distributions
to our shareholders.
Neither the SEC nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate FFO, Adjusted Company FFO and NOI. Also, because not all companies calculate FFO, Adjusted Company FFO and NOI the same way, comparisons with other companies’ measures with similar titles may not be meaningful.
There are certain limitations on a third party's ability to acquire us or effectuate a change in our control.
Severance payments under our executive severance policy. Substantial termination payments may be required to be paid under our executive severance policy applicable to and related agreements with our executives upon the termination of an executive. If those executive officers
are terminated without cause, as defined, or resign for good reason, 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 our executive severance policy and related agreements and the acceleration of certain non-vested equity awards. Accordingly, these payments may discourage a third party from acquiring us.
Our ability to issue additional shares. Our declaration of trust authorizes 1,000,000,000 shares of beneficial interest (par value $0.0001 per share) consisting of 400,000,000 common shares, 100,000,000 preferred shares and 500,000,000 shares of beneficial interest classified as excess stock, or excess shares. Our Board of Trustees is authorized to cause us to issue these shares without shareholder approval. Our Board of Trustees
may 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, 2021, in addition to common shares, we had outstanding 1,935,400 Series C Preferred Shares. Our Series C Preferred Shares include provisions, such as increases in dividend rates or adjustments to conversion rates, which 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.
Maryland Takeover Statutes. Certain provisions of the Maryland General Corporation Law, including the Maryland Business Combination Act,
the Maryland Control Share Act, and certain elective provisions of Maryland law under Subtitle 8 of the Maryland General Corporation Law, each as further described under the heading “Restrictions on Transfers of Capital Stock and Anti-Takeover Provisions – Maryland Law” in Exhibit 4.10 of this Annual Report, are applicable to Maryland REITs, such as the Company. We are subject to the Maryland Business Combination Act, and while our 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. We have also not elected to be governed by any of the specific provisions of Subtitle 8, however, through provisions of
our declaration of trust and/or by-laws, as applicable, unrelated to Subtitle 8, we provide for an 80% shareholder vote to remove trustees and then only for cause, and that the number of trustees may be determined by a resolution of our Board of Trustees, subject to a minimum number. In addition, we can elect to be governed by any or all of the provisions of Subtitle 8 of the Maryland General Corporation Law at any time in the future. These statutes 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.
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 declaration of trust includes certain restrictions regarding transfers of our capital shares and
ownership limits.
In order to protect against the loss of our REIT status, among other things, actual or constructive ownership of our capital shares in violation of the restrictions contained in our declaration of trust or in excess of 9.8% in value of our outstanding equity shares, defined as our common shares, or preferred shares, subject to certain exceptions, 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.
The trading price of our common shares has been, and may continue to be, subject to significant fluctuations.
The market price of our common shares may fluctuate in response to company-specific and general market events and developments, including those described in this Annual Report.
In addition, our leverage may impact investor demand for our common shares, which could have a material effect on the market price of our common shares.
Furthermore, in 2021, we disclosed communications with an activist shareholder. Such investor activism could interfere with our ability to execute our strategic plan, divert the attention of our Board of Trustees, management and employees, give rise to perceived uncertainties as to our future direction, adversely affect our relationships with key business partners, result in a loss of potential business opportunities, make it more difficult to attract and retain qualified personnel, or require us to incur substantial legal and public relations fees and expenses, any of which could adversely affect our business and operating results. 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 yield than they would receive from our common shares may sell our common shares in favor of higher yielding securities.
Legal and Regulatory Risks
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 satisfy our debt service obligations and to pay dividends.
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 and, in certain cases, we have provided lenders with environmental indemnities.
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 recommended, 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. We are also subject to exposure to material liability from 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.
Costs of complying with changes in governmental laws and regulations may
adversely affect our results of operations.
We cannot predict what laws or regulations may be enacted, repealed or modified in the future, how future laws or regulations will be administered or interpreted, or how future laws or regulations will affect our properties. Compliance with new or modified laws or regulations, or stricter interpretation of existing laws, may require us or our tenants to incur significant expenditures, impose significant liability, restrict or prohibit business activities and could cause a material adverse effect on our results of operations.
Legislation such as the Americans with Disabilities Act may require us to modify our properties at substantial costs and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose
additional requirements. We may incur additional costs to comply with any future requirements.
Risks Related to Our REIT Status
There can be no assurance that we will remain qualified as a REIT for federal income tax purposes.
We believe that LXP has met the requirements for qualification as a REIT for federal income tax purposes beginning with its taxable year ended December 31, 1993, and we intend for LXP 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. The determination of various factual matters and circumstances
not entirely within our control may affect LXP's ability to continue to qualify as a REIT. No assurance can be given that LXP has qualified or will remain qualified 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 LXP does not qualify as a REIT, LXP would not be allowed a deduction for dividends paid to shareholders in computing its net taxable income and LXP would not be required to continue making distributions. In addition, LXP's income would be subject to tax at the regular corporate rates. LXP also could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification was lost. Cash required to be used to pay taxes would not be available to satisfy LXP's debt service obligations and to make distributions
to its shareholders. Although we currently intend for LXP to continue to qualify as a REIT, it is possible that future economic, market, legal, tax or other considerations may cause LXP, without the consent of the shareholders, to revoke the REIT election or to otherwise take action that would result in disqualification.
We may be subject to the REIT prohibited transactions tax, which could result in significant U.S. federal income tax liability to us.
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 business. While we believe that the dispositions of our assets pursuant to 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.
Distribution
requirements imposed by law limit our flexibility.
To maintain LXP's status as a REIT for federal income tax purposes, LXP is generally required to distribute to its shareholders at least 90% of its taxable income for that calendar year. LXP's taxable income is determined without regard to any deduction for dividends paid and by excluding net capital gains. To the extent that LXP satisfies the distribution requirement but distributes less than 100% of its taxable income, LXP will be subject to federal corporate income tax on its undistributed income. In addition, LXP will incur a 4% nondeductible excise tax on the amount by which its distributions in any year are less than the sum of (i) 85% of its ordinary income for that year, (ii) 95% of its capital gain net income for that year and (iii) 100% of its undistributed taxable income from prior years. We intend for LXP to continue to make distributions
to its shareholders to comply with the distribution requirements of the Code and to reduce exposure to federal taxes. Differences in timing between the receipt of income and the payment of expenses in determining its taxable income and the effect of required debt amortization payments could require LXP 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.
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 debt or equity security holder.
Federal
tax legislation passed in 2017 made numerous changes to tax rules. These changes do not affect the REIT qualification rules directly, but may otherwise affect us or our shareholders. For example, the top federal income tax rate for individuals was reduced to 37%, there is a deduction available for certain Qualified Business Income that reduces the top effective tax rate applicable to ordinary dividends from REITs to 29.6% (through a 20% deduction for ordinary REIT dividends received) and various deductions are eliminated or limited. Most of the changes applicable to individuals are temporary.
General Risk Factors
A downgrade in our credit ratings could have a material adverse effect on our business and financial condition.
The credit ratings assigned to us and our debt could change based
upon, among other things, our results of operations and financial condition or the real estate industry generally. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any rating will not be changed or withdrawn by a rating agency in the future if, in the applicable rating agency's judgment, circumstances warrant. Moreover, these credit ratings do not apply to our common and preferred shares and are not recommendations to buy, sell or hold any other securities. Any downgrade of us or our debt could have a material adverse effect on the market price of our debt securities and our common and preferred shares. If any credit rating agency that has rated us or our debt downgrades or lowers its credit rating, or if any credit rating agency indicates that it has placed any such rating on a so-called “watch list” for a possible downgrading or lowering or otherwise indicates that its outlook for that rating is negative,
it could also have a material adverse effect on our costs and availability of capital, which could, in turn, have a material adverse effect on our financial condition, results of operations, cash flows and our ability to satisfy our debt service obligations and to make dividends and distributions on our common shares and preferred shares.
We are dependent upon our key personnel.
We are dependent upon key personnel, particularly certain of our executive officers. We do not have employment agreements with our executive officers, but we have entered into severance arrangements with our executive officers that provide certain payments upon specified termination events.
Our inability to retain the services of any of our key personnel,
an unplanned loss of any of their services or our inability to replace them upon termination as needed, could adversely impact our operations. We do not have key man life insurance coverage on our executive officers.
There are no unresolved written comments that were received from the SEC staff relating to our periodic or current
reports under the Securities Exchange Act of 1934.
General. As of December 31,
2021, we had equity ownership interests in approximately 121 consolidated real estate properties containing approximately 54.8 million square feet of rentable space, which were approximately 97.4% leased based upon net rentable square feet. All properties in which we have an interest are held through at least one property owner subsidiary.
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 is exercised, the land together with all improvements thereon reverts to the landowner.
Office Leases. We lease our headquarters office space in New York, New York and our satellite offices in Dallas, Texas and West Palm Beach, Florida.
Leverage. As of December 31, 2021, we had outstanding consolidated mortgages and notes payable of approximately $84.4 million with a weighted-average interest rate of approximately 4.0% and a weighted-average maturity of 7.2 years.
Property
Charts. The following tables list our properties by type, their locations, the net rentable square feet, the expiration of the current lease term and percent leased, as applicable, as of December 31, 2021.
The 2021 net effective annual base cash rent for the warehouse/distribution portfolio, excluding non-stabilized assets, and Missouri City, Texas, as of December 31, 2021 was $4.31 per square foot and the weighted-average remaining lease term was 6.9 years.
We consider a recently acquired or completed property stabilized upon 90% occupancy or one-year from substantial completion.
The
2021 net effective annual base cash rent for the other portfolio as of December 31, 2021 was $11.70 per square foot, excluding Baltimore, Maryland, and the weighted-average remaining lease term was 3.8 years.
The 2021 net effective annual base cash rent for the consolidated portfolio as of December 31, 2021 was $4.60 per square foot, excluding non-stabilized assets, Missouri City, Texas, and Baltimore, Maryland, and the weighted-average remaining lease term was 6.6 years.
In addition, we have two non-consolidated joint ventures with a developer, which own developable parcels of land in Etna, Ohio.
The 2021 net effective annual base cash rent for the non-consolidated portfolio as of December 31, 2021 was $9.86 per square foot and the weighted-average remaining lease term was 8.2 years.
The following is a summary of our warehouse/industrial development projects as of December 31, 2021:
Development Projects
Project
(% owned)
# of Buildings
Market
Estimated Sq. Ft.
Estimated Project Cost
GAAP Investment Balance as of 12/31/2021
($000)(2)
LXP Amount Funded as of 12/31/2021 ($000)
Estimated Building Completion Date
% Leased as of 12/31/2021
Consolidated:
The
Cubes at Etna East (95%)(1)(4)
1
Columbus, OH
1,074,840
$
72,100
$
33,002
$
22,471
2Q 2022
—
%
Mt. Comfort (80%)(1)
1
Indianapolis,
IN
1,053,360
60,300
30,012
21,977
3Q 2022
—
%
Cotton 303 (93%)(1)
2
Phoenix, AZ
880,678
84,200
30,263
24,475
3Q
2022
—
%
Ocala (80%)(1)
1
Central Florida
1,085,280
80,900
32,186
21,186
3Q 2022
—
%
Smith Farms (90%)(1)(3)
3
Greenville-Spartanburg,
SC
2,194,820
162,100
35,702
21,433
4Q 2022 - 2Q 2023
36
%
$
459,600
$
161,165
$
111,542
Land
Held for Development
Project (% owned)
Market
Approx. Developable Acres
GAAP Investment Balance as of 12/31/2021
($000)
LXP Amount Funded
as of 12/31/2021
($000)
Consolidated:
Reems
& Olive (95.5%)
Phoenix, AZ
420
$
100,875
$
96,336
Mt. Comfort Phase II (80%)
Indianapolis, IN
70
3,285
2,610
$
104,160
$
98,946
Project
(% owned)
Market
Approx. Developable Acres
GAAP Investment Balance as of 12/31/2021
($000)(2)
LXP Amount Funded as of 12/31/2021 ($000)
Non-consolidated:
Etna Park 70 (90%)
Columbus, OH
66
$
12,875
$
13,362
Etna
Park 70 East (90%)(4)
Columbus, OH
21
2,797
2,064
$
15,672
$
15,426
(1)Estimated project cost includes estimated tenant improvements and lease costs and excludes potential developer partner promote.
(2)GAAP investment balance is
reported in our consolidated balance sheets as a component of real estate under construction for consolidated projects and a component of investments in non-consolidated entities for non-consolidated projects.
(3)Preleased one 797,936 square foot facility subject to a twelve-year lease commencing upon substantial completion of the facility.
(4)In December 2019, we acquired an 84-acre parcel of developable land in a joint venture. In December 2021, Etna Park 70 East distributed a subdivided parcel consisting of 63 acres to its partners. The partners formed The Cubes at Etna 70 Building E, LLC to construct a 1.1 million square foot speculative warehouse/distribution facility.
We believe our tenant mix is well diversified. Below are the industries in our warehouse/distribution portfolio based on 2021 base rent for consolidated properties owned as of December 31, 2021:
Lease Term. As a primarily single-tenant investor, we generally maintain a weighted-average lease term that is longer than most industrial REITs, favoring certainty of cash flow over lease-rollover risk inherent in single-tenant properties. However, we will invest in shorter-term
leases if we are optimistic about the location in a releasing context. As of December 31, 2021, the weighted-average lease term in our industrial portfolio was 6.9 years.
The following table sets forth information about
the 15 largest tenants/guarantors in our portfolio as of December 31, 2021 based on total base rental revenue as of December 31, 2021 ($000s, except square feet).
Tenants(1)
Property
Type
Lease Expirations
Number of Leases
Square Feet Leased
Square Feet
Leased as
a % of the
Consolidated
Portfolio(2)(3)
Base Rent
Percentage of
Base Rental Revenue(2)(4)
Amazon
Industrial
2026-2033
6
3,864,731
7.2
%
$
17,434
7.6
%
Nissan
Industrial
2027
2
2,971,000
5.6
%
12,760
5.5
%
Kellogg
Industrial
2027-2029
3
2,801,916
5.2
%
9,732
4.2
%
Undisclosed
(5)
Industrial
2031-2035
3
1,090,383
2.0
%
7,139
3.1
%
Watco
Industrial
2038
1
132,449
0.2
%
6,773
2.9
%
Xerox
Office
2023
1
202,000
0.4
%
6,642
2.9
%
FedEx
Industrial
2023
& 2028
2
292,021
0.5
%
5,719
2.5
%
Wal-Mart
Industrial
2024 -2031
3
2,351,917
4.4
%
5,659
2.5
%
Undisclosed
(5)
Industrial
2034
1
1,318,680
2.5
%
5,544
2.4
%
Morgan Lewis (6)
Office
2024
1
289,432
0.5
%
5,276
2.3
%
Mars
Wrigley
Industrial
2025
1
604,852
1.1
%
4,734
2.1
%
Unis
Industrial
2023-2027
3
1,005,575
1.9
%
4,548
2.0
%
Asics
Industrial
2030
1
855,878
1.6
%
4,388
1.9
%
Black
and Decker
Industrial
2029
1
1,214,526
2.3
%
4,278
1.9
%
Vista Outdoor
Industrial
2034
1
813,126
1.5
%
4,195
1.8
%
30
19,808,486
37.1
%
$
104,821
45.6
%
(1)Tenant,
guarantor or parent.
(2)Total shown may differ from detail amounts due to rounding.
(3)Excludes vacant square feet.
(4)Excludes rents from prior tenants.
(5)Lease restricts certain disclosures.
(6)Includes parking operations.
In 2021, 2020 and 2019, no tenant/guarantor represented greater than 10% of our annual base rental revenue.
The following chart sets forth certain information regarding lease expirations for the next ten years in our consolidated portfolio at December 31, 2021:
Year
Number
of Lease Expirations
Square Feet
Base Rent ($000's)
Percentage of Base Rental Revenue
2022
5
679,302
$
1,696
0.7
%
2023
10
2,886,518
15,635
6.7
%
2024
26
7,351,936
33,369
14.4
%
2025
15
3,488,478
17,622
7.6
%
2026
24
6,422,511
23,241
10.0
%
2027
13
7,989,778
31,557
13.6
%
2028
8
2,822,958
13,108
5.6
%
2029
9
6,019,761
20,462
8.8
%
2030
9
6,274,840
26,694
11.5
%
2031
11
3,865,080
9,559
4.1
%
The
following chart sets forth the 2021 base rent ($000's) based on the credit rating of our consolidated tenants at December 31, 2021(1):
Base Rent
Percentage of Base Rental Revenue
Investment Grade
$
130,378
55.3
%
Non-investment
Grade
35,777
15.2
%
Unrated
69,709
29.5
%
$
235,864
100.0
%
(1) Credit ratings are based upon either tenant, guarantor or parent/ultimate parent. Generally, all multi-tenant assets
are included in unrated. See Item 1A “Risk Factors”.
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 although the outcomes of those normal course proceedings are uncertain, the results of such proceedings, in the aggregate, will not
have a material adverse effect on our business, financial condition and results of operations.
Item 5.
Market For Registrant's Common Equity, Related StockholderMatters And Issuer Purchases of Equity Securities
Market Information. Our common shares are listed for trading on the NYSE under the symbol “LXP”.
Holders. As of February 22, 2022, we had 2,297 common shareholders of record.
Dividends. Since our predecessor's formation in 1993, we have made quarterly distributions without interruption.
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 debt instruments 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.
Equity Compensation Plan Information. The following table sets forth certain information, as of December 31, 2021, with respect to our Amended and Restated 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
(a)
(b)
(c)
Equity compensation plans approved by security holders
—
$
—
1,410,110
Equity
compensation plans not approved by security holders
—
—
—
Total
—
$
—
1,410,110
Recent Sales of Unregistered Securities.
We
did not issue any common shares during 2021 on an unregistered basis.
Share Repurchase Program.
There were no share repurchases during the quarter ended December 31, 2021 under our share repurchase authorization most recently announced on November 2, 2018, which has no expiration date. There were 8,976,315 shares that may yet be purchased under our share repurchase authorization as of December 31, 2021.
Item 7. Management's Discussion and Analysis of Financial Condition andResults of Operations
In this discussion, we have included statements that may constitute “forward-lookingstatements”
within the meaning of the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995. Forward-looking statements are nothistorical facts but instead represent only our beliefs regarding future events, manyof which, by their nature, are inherently uncertain and outside our control. Thesestatements may relate to our future plans and objectives, among other things. Byidentifying these statements for you in this manner, we are alerting you to thepossibility that our actual results may differ, possibly materially, from theanticipated results indicated in these forward-looking statements. Important factorsthat could cause our results to differ, possibly materially, from those indicated inthe forward-looking statements include, among others, those discussed above in“Risk Factors” in Part I, Item 1A of this Annual Report and “CautionaryStatements Concerning Forward-Looking Statements” in the beginning of this AnnualReport.
Introduction
The following is a discussion and analysis of the consolidated financial condition and results of operations of LXP Industrial Trust for the years
ended December 31, 2021 and 2020, and significant factors that could affect its prospective financial condition and results of operations. This discussion should be read together with our accompanying consolidated financial statements included herein and notes thereto.
Investment Trends
General. Over the last several years, we have focused our investment activity primarily on income producing single-tenant warehouse and distribution assets and speculative development of warehouse and distribution assets.
In 2021, we acquired and/or completed and placed into service $885.6 million of warehouse and distribution assets, which is an increase of $273.8 million compared to 2020 investment
activity of $611.8 million. The increase was primarily due to our ability to located attractive investment opportunities in our core industrial markets and the growth of our development pipeline.
As of December 31, 2021, our percentage of gross book value from industrial assets, excluding held for sale assets, increased to 98.1% compared to 90.8% as of December 31, 2020 as a result of our acquisition and capital recycling efforts. We expect to recycle our remaining other assets into warehouse and distribution facilities by the end of 2022. While our capital recycling strategy has had and may continue to have a near-term dilutive impact on earnings due to the sales of revenue-producing properties, we believe this strategy will benefit shareholder value in the long term.
The industrial
real estate market was one of the most resilient real estate markets during the COVID-19 pandemic. One of the main drivers of growth in the industrial real estate market has been e-commerce. We believe that growth will also be driven by companies increasing their inventories in the United States to keep up with demand and to protect against future disruptions in the supply chain.
While we believe the industrial market will continue to grow, there continues to be an increase in competition for the acquisition of industrial properties, specifically warehouse/distribution properties, which drives up the cost of the assets we buy and drives down the yield we are able to obtain. This trend was highlighted when initial capitalization rates compressed further during 2021.
Lease Term. We primarily acquire assets subject to intermediate and long-term leases with
escalating rents, which we believe strengthen our future cash flows and provide a partial hedge against rising interest rates. We intend to maintain a weighted-average lease term longer than many comparable companies and balance our lease expiration schedule.
Our industrial investment underwriting focuses less on tenant credit than our historical office investment underwriting as we focus on real estate characteristics such as location and related demographic and local economic trends. This has allowed us to acquire certain short-term leased warehouse/distribution assets, which may be acquired at a discount compared to long-term leased warehouse/distribution assets and allow for a value-add strategy through the lease renewal or a multi-tenanting process.
Development. As a result of the competition for income producing single-tenant warehouse/distribution assets,
in 2017, we began selectively investing in development projects. We believe we can achieve higher yields from development projects than we can by purchasing existing properties.
Our development activities have been focused on speculative development. Our target markets are experiencing low vacancy rates. Despite an increase in construction in recent years, we believe there is sufficient tenant demand for our development projects.
Leasing
General. Re-leasing properties that are currently vacant or as leases expire
at favorable effective rates is a primary area of focus for our asset management. Renewals of industrial leases, particularly for warehouse/distribution facilities, are generally dependent on location and occupancy alternatives for our tenants.
If a property cannot be re-let to a single user and the property can be adapted to multi-tenant use, we determine whether the costs of adapting the property to multi-tenant use outweigh the benefit of funding operating costs while searching for a single-tenant and whether selling a vacant property, which limits operating costs and allows us to redeploy capital, is in the best interest of our shareholders.
During 2021, we entered into 30 new leases and lease extensions encompassing approximately 8.5 million square feet. The average base rent on these extended leases was approximately $4.04 per square foot compared to the average base rent on
these leases before extension of $3.64 per square foot. The weighted-average cost of tenant improvements and lease commissions during 2021 was approximately $2.91 per square foot for new leases and $2.75 per square foot for extended leases.
As of December 31, 2021, we had three single-tenant leases in our industrial portfolio where the lease term is scheduled to expire in 2022, covering approximately 0.7 million square feet. As of December 31, 2021, approximately 50% of our industrial base rental revenue was from leases scheduled to expire during 2022 through 2027. We expect an aggregate increase in rental revenue as these leases are reset to market rates.
Inherent Growth. Many leases have scheduled fixed rent increases
or rent increases based upon the consumer price index. As of December 31, 2021, 95.4% of our single-tenant industrial leases had scheduled rent increases. The average escalation rate of these leases based on the next rent step was 2.8% as of December 31, 2021. A majority of our leases require tenants to pay operating expenses, including maintenance, real estate taxes, insurance and utilities, thereby reducing our exposure to increases in costs and operating expenses. However, certain of our leases provide for some level of landlord responsibility for capital repairs and replacements, the cost of which is generally factored into the rental rate. Our motivation to release vacant space requires us to meet market demands with respect to rental rates, tenant concessions and landlord responsibilities. Developers are similarly motivated when signing leases with tenants due to
the significant competition in the industrial space. As a result, the obligations of our property owner subsidiaries on new leases and newly renewed or extended leases may increase to include, among other items, some form of responsibility for operating expenses and/or capital repairs and replacements.
Tenant Credit. We continue to monitor the credit of tenants of properties in which we have an interest by (1) subscribing to rating agency information, so that we can monitor changes in the ratings of our rated tenants, (2) reviewing financial statements that are publicly available or that are required to be delivered to us under the applicable lease, (3) monitoring news reports regarding our tenants and their respective businesses, (4) monitoring the timeliness of rent collections and (5) meeting with our tenants.
We continue to recycle our other real estate investments into warehouse/distribution assets. As of December 31, 2021, our other real estate assets represented 1.9% of our gross book value, excluding held for sale assets. We have historically marketed non-industrial assets for sale when we believe we have obtained the highest possible valuation through various means, including lease renewals. However, we expect to accelerate the sale of most of our non-industrial assets in 2022.
Non-Recourse
Mortgage Loan Resolutions
Since we have a limited number of industrial properties subject to non-recourse mortgages, we do not expect many foreclosure sales of consolidated properties in the future.
Impairment charges
During 2021 and 2020, we incurred impairment charges, of $5.5 million and $14.5 million, respectively, on certain of our assets due to each asset's carrying value being below its estimated fair value. Most of the impairment charges in 2021 and 2020 were incurred on non-core assets due to anticipated shortened holding periods. 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 Estimates
In
preparing the consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Below is a summary of the critical accounting estimates used in the preparation of our consolidated financial statements. 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, which are included in “Financial Statements and Supplementary Data” in Part II, Item 8 of this Annual Report.
Acquisition
of Real Estate. Primarily all of our acquisitions of real estate assets and liabilities are accounted for as asset acquisitions. As such, the purchase prices of acquired tangible and intangible assets and liabilities are recorded and allocated at fair value on a relative basis. The recorded allocations of tangible assets are based on the “as-if-vacant” value using estimated cash flow projections of the properties acquired which incorporates discount, capitalization and interest rates as well as available comparable market information. Allocations of intangible assets includes management’s estimates of current market rents and leasing costs.
We use considerable judgement in our estimates of cash flow projections, discount, capitalization and interest rates, fair market lease rates, carrying costs during hypothetical expected lease-up
periods and costs to execute similar leases. While our methodology for purchase price allocation did not change during the year ended December 31, 2021, the real estate market is fluid and our assumptions are based on information currently available in the market at the time of acquisition. Significant increases or decreases in these key estimates, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being acquired.
Revenue Recognition. We enter into agreements with tenants that convey the right to control the use of identified space at our properties in exchange for rental revenue. These agreements meet the criteria for recognition as leases under Accounting Standards Codification
(“ASC”) 842, Leases. 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. We commence revenue recognition when possession or control of the space is turned over to the tenant.
We evaluate the collectability of our rental payments and recognize revenue on a cash basis when we believe it is no longer probable that we will receive substantially all of the remaining lease payments. Management exercises judgment in assessing collectability of tenant receivables and considers payment history, current credit status, publicly available information about the financial condition of the tenant and other factors. Our assessment of the collectability of tenant receivables
can have a significant impact on the rental revenue recognized in our consolidated statements of income.
Impairment of Real Estate. We record impairments of our real estate assets classified as held for use when triggering events dictate that an asset may be impaired. An impairment is recorded when the carrying amount of the asset exceeds the sum of its undiscounted future operating and residual cash flows. The impairment is the difference between estimated fair value of the asset and the carrying amount. We record impairments of our real estate assets classified
as held for sale at the lower of the carrying amount or estimated fair value using the estimated or contracted sales price less costs to sell. Any real estate assets recorded at fair value on a non-recurring basis as a result of our impairment analysis are valued using unobservable local and national industry market data such as comparable sales, appraisals, brokers’ opinions of value and/or terms of definitive sales contracts. Additionally, the analysis includes considerable judgement in our estimates of hold periods, projected cash flows and discount and capitalization rates. Significant increases or decreases in any of these inputs, particularly with regards to cash flow projections and discount and capitalization rates, would result in a significantly lower or higher fair value measurement of the real estate assets being assessed.
We
will record an impairment charge related to our investments, including investments in non-consolidated entities, if we determine the fair value of the investments are less than their carrying value and such impairment is other-than-temporary. We evaluate whether events or changes in circumstances indicate that the carrying amount of our investments may not be recoverable. Our evaluation of changes in economic or operating conditions and whether an impairment is other-than-temporary may include developing estimates of fair value, forecasted cash flows or operating income before depreciation and amortization. We estimate undiscounted cash flows and fair value using observable and unobservable data such as operating income, hold periods, estimated capitalization and discount rates, or relevant market multiples, leasing prospects and local market information and whether certain impairments are other-than-temporary.
New Accounting
Pronouncements
For a discussion of new accounting pronouncements, see note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements included in this report.
Cybersecurity
While we have yet to experience a cyber attack that disrupted our operations in any material respect, all companies, including ours, are increasing the resources allocated to address and protect against cybersecurity threats. Due to the small size of our organization, we rely on third-parties to provide advice and services with respect to cybersecurity, which is not currently, but could become, a material cost.
Environmental,
Social and Governance
ESG matters are becoming a central focus for our shareholders, employees, tenants, suppliers, creditors, and communities. During 2021, we allocated an increased amount of resources to ESG matters. We expect to continue to increase our ESG efforts and the resources allocated to ESG matters in the near future.
Liquidity
General. Our principal sources of liquidity have been (1) undistributed cash flows generated from our investments, (2) the public and private equity and debt markets, (3) property specific debt, (4) corporate level borrowings, (5) commitments from co-investment partners and (6) proceeds from the sales of
our investments. We believe our ratio of dividends to Adjusted Company Funds From Operations is conservative, and allows us to retain cash flow for internal growth.
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.
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 applicable REIT requirements in both the short-term and long-term. However, our cash flow from operations may be negatively affected in the near term if we grant tenant rent relief packages or experience tenant defaults
as a result of the effects of COVID-19. In addition, we anticipate that cash on hand, borrowings under our unsecured revolving credit facility, capital recycling proceeds, issuances of equity, mortgage proceeds and other debt, as well as other available alternatives, will provide the necessary capital required by our business.
Cash flows from operations as reported in the Consolidated Statements of Cash Flows totaled $220.3 million for 2021 and $201.8 million for 2020. The increase was primarily related to the impact of cash flow generated from acquiring properties and termination fee income, partially
offset by property sales and vacancies. The underlying drivers that impact our working capital, and therefore cash flows from operations, are the timing of collection of rents, including reimbursements from tenants, payment of interest on mortgage debt and payment of 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 mitigates the risks of the timing of cash flows from operations since the payment and timing of operating costs related to the properties are generally borne directly by the tenant. The collection and timing of tenant rents are closely monitored by management as part of our cash management program.
Net cash used in investing activities totaled $337.8 million in 2021 and $494.4 million in 2020. Cash used in investing activities related primarily to acquisitions
of real estate, investments in real estate under construction, land held for development, capital expenditures, lease costs, investments in non-consolidated entities, investment in a note receivable and changes in real estate deposits, net. Cash provided by investing activities primarily related to net proceeds received from the disposition of real estate and distributions from non-consolidated entities.
Net cash provided by financing activities totaled $129.1 million in 2021 and $342.6 million in 2020. Cash provided by financing activities primarily related to the issuance of the 2031 and 2030 Senior Notes, revolving credit facility borrowings, mortgage proceeds, issuances of common shares and cash contributions from noncontrolling interests. Cash used in financing activities primarily related to the redemption of the 2023 and 2024 Senior Notes, dividend and debt service payments.
Public
and Private Equity and Debt Markets. We access the public and private equity and debt markets on an opportunistic basis when we (1) believe conditions are favorable and (2) have a compelling use of proceeds.
We expect to continue to access debt and equity markets in the future to implement our business strategy and to fund future growth when market conditions are favorable. However, the volatility in the capital markets primarily resulting from the effects of the COVID-19 pandemic may negatively affect our ability to access these capital markets.
Equity:
At-The-Market Offering Program. We maintain an At-The-Market offering program, or ATM program, under which we can issue common shares. The following table summarizes common share issuances under the ATM program for the years ended December 31,
2021 and 2020, respectively:
During 2021, we settled 4,990,717 common shares previously sold on a forward basis on the maturity date of the contract and received $53.6 million of net proceeds. There were no forward settlements during 2020.
As of December
31, 2021, an aggregate of 3,649,023 common shares were sold in forward sales contracts that have not been settled and had an aggregate settlement price of $38.5 million, which is subject to adjustment in accordance with the forward sales contracts. We expect to settle the forward sales contracts by the maturity dates in February 2022.
During 2021, we amended the terms of our ATM offering program, under which we may, from time to time, sell up to $350.0 million common shares over the term of the program. As of December 31, 2021, common shares with an aggregate value of $295.0 million
remain available for issuance under the ATM program.
Underwritten equity offerings. During 2021, we entered into forward sales contracts for the sale of 16,000,000 common shares at a public offering price of $12.11 per common share in an underwritten equity offering that have not yet settled. Subject to our rights to elect cash or net share settlement, we expect to settle the forward sales contracts by the maturity date in May 2022. As of December 31, 2021, the forward sales contracts had an aggregate settlement price $187.5 million, which is subject to adjustment in accordance with
the forward sales contracts.
During 2020, we issued 17,250,000 common shares at a public offering price of $9.60 per common share in an underwritten equity offering and generated net proceeds of approximately $164.0 million. The proceeds were used for general corporate purposes, including acquisitions, and pending the application of the proceeds were used to pay down all of the then outstanding balance under our revolving credit facility.
The volatility in the capital markets primarily resulting
from the effects of the COVID-19 pandemic may negatively affect our ability to access the capital markets through our ATM program and other offerings.
Direct Share Purchase Plan. 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. Under the direct share purchase component, our current investors and new investors can make optional cash purchases of our common shares. The administrator of the plan, Computershare Trust Company, N.A., purchases common shares for the accounts of the participants under the plan, at our discretion, either directly from us, on the open market or through a combination of those two options. No shares
were purchased from us under the plan in 2021, 2020 and 2019.
Share Repurchase Program. During 2015, our Board of Trustees authorized the repurchase of up to 10.0 million common shares and increased this authorization by 10.0 million common shares in 2018. The share repurchase program does not expire. During 2020, we repurchased and retired approximately 1.3 million, at an average price of $8.28 per common share under the repurchase program. During 2021, we did not repurchase any shares and approximately 9.0 million common shares remain available for repurchase. We have continued to, and in the future may, repurchase our common shares in the context of our overall capital plan, and to the extent we believe market volatility offers prudent investment opportunities based on our common share price versus net asset value per share.
Operating
Partnership Units. In recent years there has not been a great demand for OP units as consideration and, as a result, we expect the percentage of common shares that will be outstanding in the future relative to OP units will increase, and income attributable to noncontrolling interests should be expected to decrease, as such OP units are redeemed for our common shares. Furthermore, our credit agreement requires us to own at least 95.5% of a subsidiary for the assets of such subsidiary to be included in the calculation of our credit agreement covenants, which incents us to maintain our percentage ownership in LCIF and not issue additional OP units.
During 2021, LCIF redeemed and cancelled 1,598,906 OP units in connection with the disposition of three properties. As of December 31, 2021, there were 0.8 million OP units
outstanding not owned by us which were convertible on a one OP unit for approximately 1.13 common shares basis into an aggregate of 0.9 million common shares assuming we satisfied redemptions entirely with common shares. All outstanding OP units are entitled to a distribution equal to the dividend on our common shares or a stated distribution that may adjust based on our commons share dividend amount.
Debt:
Corporate Borrowings. In 2021, we issued $400.0 million aggregate principal amount of our 2031 Senior Notes. We used a portion of the net proceeds from the offering of the 2031 Senior Notes to redeem $188.8 million aggregate principal balance of our outstanding 2023 Senior Notes.
In 2020, we issued $400.0 million aggregate principal
amount of our 2030 Senior Notes. We used a portion of the net proceeds from the offering of the 2030 Senior Notes to repurchase $61.2 million and $51.1 million aggregate principal balance of our outstanding 2023 Senior Notes and 2024 Senior Notes, respectively, through a tender offer.
The following Senior Notes were outstanding as of December 31, 2021:
Issue
Date
Face Amount (millions)
Interest Rate
Maturity Date
Issue Price
August 2021
$
400.0
2.375
%
October 2031
99.758
%
August
2020
400.0
2.70
%
September 2030
99.233
%
May 2014
198.9
4.40
%
June 2024
99.883
%
$
998.9
The
Senior Notes are unsecured and pay interest semi-annually in arrears. We may redeem the Senior Notes at our option at any time prior to maturity in whole or in part by paying the principal amount of the Senior Notes being redeemed plus a make-whole premium.
A summary of the maturity dates and interest rates of our unsecured credit agreement, as of December 31, 2021, are as follows:
Maturity
Date
Interest Rate
$600.0 Million Revolving Credit Facility(1)
02/2023
LIBOR + 0.90%
$300.0 Million Term Loan(2)
01/2025
LIBOR + 1.00%
(1) Maturity date of the revolving credit facility can be extended to February 2024 at our option. The interest rate ranges from LIBOR plus 0.775% to 1.45%. At December 31,
2021, we had no borrowings outstanding and availability of $600.0 million, subject to covenant compliance.
(2) The LIBOR portion of the interest rate was swapped to obtain a current fixed rate of 2.732% per annum.
As of December 31, 2021, we were in compliance with the financial covenants contained in our corporate level debt agreements.
During 2007, we issued $200.0 million in Trust Preferred Securities, which bore interest at a fixed rate of 6.804% through April 2017 and, thereafter, bears interest at a variable rate of three month LIBOR plus 170 basis points. These securities are (1) classified as debt, (2) due in 2037 and (3) currently redeemable by us. As of December 31, 2021, there were
$129.1 million of these securities outstanding.
Property Specific Debt. As of December 31, 2021, we have a limited number of consolidated properties subject to mortgages. Our property owner subsidiaries do not have mortgage maturities with balloon payments due until 2031. 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 flows from operations, the credit markets and, if determined appropriate
by us, a capital contribution from us from either cash on hand ($190.9 million at December 31, 2021), property sale proceeds or borrowing capacity on our primary credit facility ($600.0 million as of December 31, 2021, subject to covenant compliance).
Our secured debt decreased to approximately $84.4 million at December 31, 2021 compared to $138.4 million at December 31, 2020. We expect to continue to use property specific, non-recourse mortgages in certain situations 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. In addition,
we may procure credit tenant lease financing in certain situations where we are able to monetize all or a significant portion of the rental revenues of a property at an attractive rate.
Institutional Fund Management. We have entered into co-investment programs and joint ventures with institutional investors to mitigate our risk in certain assets and increase our return on equity to the extent we earn management or other fees. However, investments in certain 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.
During 2021, we recapitalized a portfolio of 22 special purpose industrial properties, primarily manufacturing assets, through the formation of an institutional
joint venture. This enabled us to capitalize on the compression of capitalization rates for these industrial assets, while mitigating risks of staying fully invested in these assets. We own 20% of this institutional joint venture and we and our partner are committed to fund an additional $50.0 million and $200.0 million, respectively, of future capital to grow this joint venture by acquiring special purpose industrial properties that do not conflict with our warehouse and distribution investment strategy.
The real estate investments owned by our institutional joint ventures 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 fraud, prohibited transfers and breaches of material representations, and environmental matters. We have guaranteed such obligations for certain of our non-consolidated entities with respect to $776.0 million of such non-recourse debt. We believe the likelihood of making any payments under such guaranties is remote and we generally have an agreement from each partner to reimburse us for its proportionate share of any liability related to a guarantee trigger unless such trigger is caused solely by us.
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 2021, we disposed of our interests in 15 properties for an aggregate gross price of $276.7 million. Additionally, we disposed of 22 properties to a non-consolidated joint venture for an aggregate price of $547.2 million, net of purchase price credits. The proceeds were primarily used to (1) retire corporate debt obligations and (2) make investments in real property.
As we near the completion of the capital recycling of our non-industrial assets, we expect to continue our recycling efforts with respect to our older industrial assets and/or those outside our target markets where we believe we can take advantage of the strong current market. We believe capital recycling (1) provides cost effective and
timely capital support for our investment activities and (2) allows us to maintain line capacity and cash in advance of what we expect to be a growing investment pipeline.
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 we grow our development pipeline, we expect that development activities will become a greater part of our liquidity needs.
As of December 31, 2021, we had approximately $1.5 billion of indebtedness, consisting of mortgages and notes payable outstanding, a term loan, 2.375%, 2.70%, and 4.40% Senior Notes and Trust Preferred Securities, with a weighted-average
interest rate of approximately 2.8%. 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 risks described under "Risk Factors" in Part I, Item 1A of this Annual Report.
If we are unable to satisfy our contractual obligations and other operating costs with our cash flow from operations, we intend to use borrowings 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.
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, 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 $128.3 million in cash dividends to our common and preferred shareholders in 2021. 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.
Contractual Obligations
As of December 31, 2021, we had five ongoing consolidated development projects and expect to incur approximately $312.0 million of costs in 2022, excluding noncontrolling interests' share, to substantially complete the construction of such projects. As of December 31, 2021, we had two consolidated and two non-consolidated joint ventures that
own land parcels held for development. We are unable to estimate the timing of any required fundings for potential development projects on these parcels.
Capital Resources
General. Due to the net-lease structure of a majority of our investments, 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. As leases expire, we expect our property owner subsidiaries
to incur 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, rental rates and property type.
Single-Tenant Properties. We do not anticipate significant capital expenditures at the single-tenant properties in which we have an interest that are subject to net or similar 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, which may or may not be reimbursed. In addition, 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, which may or may not be reimbursed.
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 of these properties are generally responsible for increases over base year expenses,
our property owner subsidiaries are generally responsible for the base-year expenses and capital expenditures, and are responsible for all expenses related to vacant space, at these properties.
Vacant Properties. To the extent there is a vacancy in a property, our property owner subsidiary would be obligated for all operating expenses, including capital expenditures, real estate taxes and insurance. When a property is vacant, our property owner subsidiary may incur substantial capital expenditure and releasing costs to re-tenant the property. However, we believe that, over the long term, our focus on industrial assets will result in significant savings compared to investing in office assets due to the lower operating and retenanting costs of industrial assets compared to
office assets.
Property Expansions. Under certain leases, tenants have the right to expand the facility located on a property in which we have an interest. We expect our property owner subsidiaries may fund these property expansions with either additional secured borrowings, the repayment of which will be funded out of rental increases under the leases covering the expanded properties, or capital contributions from us.
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 (1) under certain leases without reimbursement and (2) 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 that 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.
Year ended December 31, 2021 compared with December 31, 2020.
The increase in net income attributable to common shareholders of $199.1 million was primarily due to the items discussed below.
The increase in total gross revenues of $13.5 million was primarily a result of an increase of $14.5 million of termination income recognized during 2021. Additionally, tenant reimbursement income increased $5.1 million during 2021 because of an increased in managed properties compared to the prior year. These increases were partially offset by a $5.3 million decrease in rental revenue primarily due to the timing of property sales and a $0.6 million decrease in other revenue primarily due to an incentive fee earned upon the sale of a property that we managed for a third-party real estate owner in 2020 with no comparable revenue earned in 2021.
The increase in depreciation and amortization expense of $15.1 million
was primarily due to acquisition activity.
The increase in property operating expense of $5.8 million was primarily due to an increase in operating expense responsibilities at certain properties.
The increase in general and administrative expense of $5.1 million was primarily attributable to a $3.5 million increase in payroll costs and deferred compensation expense and a $1.2 million increase in costs related to investor activism.
The increase in non-operating income of $0.6 million was primarily due to funds received for land easements at two of our properties in 2021 with no comparable income in 2020.
The decrease in interest and amortization expense of $8.5 million related primarily to a decrease in the amount of our mortgage debt outstanding and a decrease in our overall borrowing rate.
The
decrease in debt satisfaction gains, net, of $35.3 million was primarily due to the recognition of aggregate debt satisfaction gains of $29.0 million upon the foreclosure of our Charleston, South Carolina and Overland Park, Kansas properties in 2020, offset by a $10.1 million debt satisfaction loss incurred as a result of the repurchase of a portion of the 2023 Senior Notes and 2024 Senior Notes pursuant to a tender offer in 2020. During 2021, we incurred debt satisfaction losses of $13.9 million primarily related to the redemption of our remaining 2023 Senior Notes.
The decrease in impairment charges of $8.9 million was primarily due to the timing of impairment charges taken on certain properties. The impairments were primarily due to shortened hold periods, vacancy and lack of leasing prospects.
The increase in gains on sales of properties of $228.2 million was primarily related
to the sale of 22 properties to a newly-formed joint venture in 2021 and the timing of property dispositions.
The decrease in net income attributable to noncontrolling interests of $0.6 million was primarily a result of a decrease in third-party OP unitholders.
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 fixed rent adjustments and index adjustments (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, changes in economic conditions such as the recent economic uncertainty primarily caused by the
COVID-19 pandemic, increased interest rates and tenant monetary defaults and the other risks described in this Annual Report.
The analysis of the results of operations for the year ended December 31, 2020 compared with December 31, 2019 is included in our 2020 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, on February 18, 2021.
Same-store net operating income, or NOI, which is a non-GAAP measure, represents the NOI for consolidated properties that were owned and included in our portfolio for two comparable reporting periods. We define NOI as operating revenues (rental income (less GAAP rent adjustments and lease termination income, net), and other property income) less property operating expenses. As same-store NOI excludes the change in NOI from acquired and disposed of properties, it highlights operating trends such as occupancy levels, rental rates and operating costs on properties. Other REITs may use different methodologies for calculating same-store NOI, and accordingly same-store NOI may not be comparable to other REITs. Management believes that same-store NOI is a useful supplemental measure of our operating performance. However, same-store NOI should not be viewed as an alternative measure of our financial performance since it does
not reflect the operations of our entire portfolio, nor does it reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other nonproperty income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. We believe that net income is the most directly comparable GAAP measure to same-store NOI.
The following presents our consolidated same-store NOI, for the years ended December 31, 2021 and 2020 ($000):
2021
2020
Total
cash base rent
$
182,389
$
180,638
Tenant reimbursements
26,447
25,729
Property operating expenses
(31,429)
(30,034)
Same-store NOI
$
177,407
$
176,333
Our
reported same-store NOI increased from 2020 to 2021 by 0.6% primarily due to an increase in occupancy and cash base rents. As of December 31, 2021 and 2020, our historical same-store square footage leased was 99.1% and 98.1%, respectively.
We believe that Funds from Operations, or FFO, which is a non-GAAP measure, is a widely recognized and appropriate measure of the performance of an equity REIT. We believe FFO is frequently used by securities analysts, investors and other interested parties
in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not necessarily be apparent from net income.
The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as “net income (calculated in accordance with GAAP), excluding depreciation and amortization
related to real estate, gains and losses from the sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO.” FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs.
We present FFO available to common shareholders and unitholders - basic and also present FFO available to all equityholders and unitholders - diluted on a company-wide basis as if all securities that are convertible, at the holder's option, into our common
shares, are converted at the beginning of the period. We also present Adjusted Company FFO available to all equityholders and unitholders - diluted, which adjusts FFO available to all equityholders and unitholders - diluted for certain items which we believe are not indicative of the operating results of our real estate portfolio. We believe this is an appropriate presentation as it is frequently requested by securities analysts, investors and other interested parties. Since others do not calculate these measures in a similar fashion, these measures may not be comparable to similarly titled measures as reported by others. These measures should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of liquidity.
The following presents a reconciliation of net income attributable to common shareholders to FFO available to common shareholders and unitholders and Adjusted Company FFO available to all equityholders and unitholders for 2021 and 2020 (dollars in thousands, except share and per share amounts):
2021
2020
FUNDS
FROM OPERATIONS:
Basic and Diluted:
Net income attributable to common shareholders
$
375,848
$
176,788
Adjustments:
Depreciation and amortization
173,833
158,655
Impairment
charges - real estate
5,541
14,460
Noncontrolling interests - OP units
1,672
2,347
Amortization of leasing commissions
2,881
2,937
Joint venture and noncontrolling interest
adjustment
8,370
8,578
Gains on sales of properties, including non-consolidated entities
(367,274)
(139,596)
FFO available to common shareholders and unitholders - basic
200,871
224,169
Preferred dividends
6,290
6,290
Amount
allocated to participating securities
510
224
FFO available to all equityholders and unitholders - diluted
207,671
230,683
Debt satisfaction (gains) losses, net, including non-consolidated entities
13,894
(21,396)
Activist
costs
1,199
—
Transaction costs
432
255
Adjusted Company FFO available to all equityholders and unitholders - diluted
$
223,196
$
209,542
Per
Common Share and Unit Amounts
Basic:
FFO
$
0.72
$
0.83
Diluted:
FFO
$
0.72
$
0.84
Adjusted
Company FFO
$
0.78
$
0.76
Weighted-Average Common Shares:
Basic:
Weighted-average
common shares outstanding - basic EPS
277,640,835
266,914,843
Operating partnership units(1)
1,918,845
3,083,320
Weighted-average common shares outstanding - basic FFO
279,559,680
269,998,163
Diluted:
Weighted-average
common shares outstanding - diluted EPS
287,369,742
268,182,552
Unvested share-based payment awards
44,261
17,180
Operating partnership units(1)
—
3,083,320
Preferred
shares - Series C
—
4,710,570
Weighted-average common shares outstanding - diluted FFO
287,414,003
275,993,622
(1) Includes OP units other than OP units held by us.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Our exposure to market risk relates primarily to our variable-rate indebtedness not subject to interest rate swaps and our fixed-rate debt. Our consolidated aggregate principal variable-rate indebtedness was $129.1 million at December 31, 2021 and 2020, which represented 8.5% and 9.5%, respectively, of our aggregate principal consolidated indebtedness. During 2021 and 2020, our variable-rate indebtedness had a weighted-average interest rate of 1.7% and 2.4%, respectively. Had the weighted-average interest rate been 100 basis points higher, our interest expense for 2021 and 2020 would have increased by $1.7 million
and $1.8 million, respectively. As of December 31, 2021 and 2020, our aggregate principal consolidated fixed-rate debt was $1.4 billion and $1.2 billion, respectively, which represented 91.5% and 90.5%, respectively, of our aggregate principal 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 value was determined using the interest rates that we believe our outstanding fixed-rate debt would warrant as of December 31, 2021 and is indicative of the interest rate environment as of December 31, 2021, and does not take into consideration the effects of subsequent interest rate fluctuations. Accordingly, we estimate that the fair value of our fixed-rate debt was $1.4 billion as of December 31, 2021.
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 have historically entered 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 December 31, 2021, we had four interest rate swap agreements in our consolidated portfolio, all of which expire in January 2025.
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Trustees of LXP Industrial Trust
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of LXP Industrial Trust (formerly Lexington Realty Trust) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Real Estate, net — Determination of Impairment Indicators and
Impairment — Refer to Notes 2 and 5 of the financial statements
Critical Audit Matter Description
The Company’s evaluation of real estate assets for impairment involves an initial assessment of each real estate asset to determine whether events or changes in circumstances exist that indicate that the carrying value of real estate assets may no longer be recoverable. Possible indications of impairment may include increases in vacancy at a property, tenant financial instability, or whether there is a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of before the end of its previously estimated useful life. When such events or changes in circumstances exist, the
Company evaluates its real estate assets for impairment by comparing anticipated future undiscounted cash flows expected to be derived from the asset to the respective carrying value. If the carrying value of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the fair value of the asset. An asset is determined to be impaired if the asset's carrying value exceeds its estimated fair value.
The Company makes significant assumptions to estimate its holding period of an asset. Additionally, for those real estate assets where indications of impairment have been identified, the Company makes significant estimates and assumptions related to rental rates and capitalization rates included in the estimated future undiscounted cash
flows and, as necessary, the discount rate
applied to determine fair value of the assets. Changes in these assumptions could have a significant impact on the identification of real estate assets for impairment, the estimated fair value of the asset, or the amount of any impairment charge recognized. Total real estate assets as of December 31, 2021 were $3.5 billion. The Company recorded $5.5 million of impairment charges on real estate assets during the year ended December
31, 2021.
Auditing management’s assumptions requires evaluation of whether management appropriately identified impairment indicators relating to the asset’s estimated holding periods and whether management’s anticipated future undiscounted cash flows and estimated fair values are reasonable. Because of the subjectivity of these assumptions our audit procedures required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to evaluate management’s estimated holding period of an asset and to evaluate the assumptions used in undiscounted cash flows and fair value models included the following, among others:
• We tested the effectiveness of
controls over management's evaluation of real estate assets for impairment, specifically over identification of possible events or changes in estimated holding period of an asset, controls over rental rates and capitalization rates used in management’s anticipated future undiscounted cash flows, as well as controls over management selection and estimate of discount rates in estimating fair value of real estate assets.
• We evaluated the Company’s assessment of estimated holding periods by:
a. Comparing management’s previous holding period assumptions to the Company’s subsequent sale of an asset.
b. Discussing with accounting and operations management the
Company’s intent regarding sale or holding onto the asset.
c. Evaluating the consistency of the assumptions used with obtained audit evidence in other audit areas.
d. Reading minutes of the executive committee and board of directors’ meetings to identify any indicators that a long-lived asset will likely be sold or otherwise disposed of before the end of its previously estimated useful life.
• We evaluated the Company’s determination of anticipated future undiscounted cash flows for those assets with impairment indicators and the fair value for those that the carrying value was determined not to be recoverable by performing the following:
With the assistance of our fair value specialists, we
evaluated the reasonableness of the (1) valuation methodology; (2) significant assumptions made, including testing the source information underlying the determination of the discount rate, rental rates, capitalization rates and developing a range of independent estimates based on external market sources and comparing our estimates to the assumptions utilized by management; and (3) mathematical accuracy of the calculation.
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Trustees of LXP Industrial Trust
Opinion on Internal
Control over Financial Reporting
We have audited the internal control over financial reporting of LXP Industrial Trust (formerly Lexington Realty Trust) and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated
Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 24, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
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 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
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 directors 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.
Deferred
expenses (net of accumulated amortization of $i18,356 in 2021 and $i23,171 in 2020)
i18,861
i15,901
Rent
receivable - current
i3,526
i2,899
Rent
receivable - deferred
i63,283
i66,959
Other
assets
i8,784
i8,331
Total
assets
$
i4,005,558
$
i3,493,226
Liabilities
and Equity:
Liabilities:
Mortgages and notes payable, net
$
i83,092
$
i136,529
Term
loan payable, net
i298,446
i297,943
Senior
notes payable, net
i987,931
i779,275
Trust
preferred securities, net
i127,595
i127,495
Dividends
payable
i37,425
i35,401
Liabilities
held for sale
i3,468
i790
Operating
lease liabilities
i29,094
i32,515
Accounts
payable and other liabilities
i77,607
i55,208
Accrued
interest payable
i8,481
i6,334
Deferred
revenue - including below market leases (net of accumulated accretion of $i14,258 in 2021 and $i12,758 in 2020)
i14,474
i17,264
Prepaid
rent
i14,717
i13,335
Total
liabilities
i1,682,330
i1,502,089
Commitments
and contingencies
i
i
Equity:
Preferred
shares, par value $ii0.0001/ per share;
authorized ii100,000,000/ shares,
Series
C Cumulative Convertible Preferred, liquidation preference $ii96,770/
and iiii1,935,400///
shares issued and outstanding
i94,016
i94,016
Common
shares, par value $ii0.0001/ per share; authorized ii400,000,000/
shares, ii283,752,726/ and ii277,152,450/ shares
issued and outstanding in 2021 and 2020, respectively
i28
i28
Additional
paid-in-capital
i3,252,506
i3,196,315
Accumulated
distributions in excess of net income
(i1,049,434)
(i1,301,726)
Accumulated
other comprehensive loss
(i6,258)
(i17,963)
Total
shareholders’ equity
i2,290,858
i1,970,670
Noncontrolling
interests
i32,370
i20,467
Total
equity
i2,323,228
i1,991,137
Total
liabilities and equity
$
i4,005,558
$
i3,493,226
The
accompanying notes are an integral part of these consolidated financial statements.
LXP Industrial Trust (together with its consolidated
subsidiaries, except when the context only applies to the parent entity, the “Company”) is a Maryland real estate investment trust (“REIT”) that owns a portfolio of equity investments focused on single-tenant industrial properties.
As of December 31, 2021, the Company had equity ownership interests in approximately i121 consolidated
properties located in i23 states. The properties in which the Company has an interest are primarily net leased to tenants in various industries.
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 indirectly through (1) property owner subsidiaries,
which are single purpose entities, (2) a wholly-owned TRS, Lexington Realty Advisors, Inc. (“LRA”), and (3) joint ventures. 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. Each property owner subsidiary is a separate
legal entity that maintains separate books and records. The assets and credit of each property owner subsidiary with a property subject to a mortgage loan are not available to creditors to satisfy the debt and other obligations of any other person, including any other property owner subsidiary or any other affiliate. Consolidated entities that are not property owner subsidiaries do not directly own any of the assets of a property owner subsidiary (or the general partner, member or managing member of such property owner subsidiary), but merely hold partnership, membership or beneficial interest therein, which interests are subordinate to the claims of such property owner subsidiary's (or its general partner's, member's or managing member's) creditors.
(2)iSummary
of Significant Accounting Policies
iBasis 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 the equity method of accounting.
During 2021, the
Company acquired interests in iseven joint ventures with developers, consisting of ifive on-going development projects
and itwo land joint ventures, with ownership interests ranging from i80% to i95.5%. Each
joint venture acquired land parcels to develop industrial properties. The Company determined that the joint ventures are VIEs in which the Company is the primary beneficiary. As a result, these joint ventures’ operations are consolidated in the Company's financial statements.
In addition, the Company is the primary beneficiary of certain other VIEs as it has a controlling financial interest in these entities. Lepercq Corporate Income Fund L.P. (“LCIF”) is a consolidated VIE and the
Company has an approximate i99% ownership interest.
The assets of each VIE are only available to satisfy such VIE's respective liabilities. As of December 31, 2020, the VIEs' mortgages and notes payable were non-recourse to the Company. iBelow
is a summary of selected financial data of consolidated VIEs for which the Company is the primary beneficiary included in the consolidated balance sheets as of December 31, 2021 and 2020:
In
addition, the Company acquires, from time to time, properties using a reverse like-kind exchange structure pursuant to Section 1031 of the Internal Revenue Code (a "reverse 1031 exchange") and, as such, the properties are in the possession of an Exchange Accommodation Titleholder ("EAT") until the reverse 1031 exchange is completed. The EAT is classified as a VIE as it is a “thinly capitalized” entity. The Company consolidates the EAT because it is the primary beneficiary as it has the ability to control the activities that most significantly impact the EAT's economic performance and can collapse the reverse 1031 exchange structure at any time. The assets of the EAT primarily consist of leased property (net real estate and intangibles).
iRevenue
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. Revenue is recognized on a contractual basis for leases with escalations tied to a consumer price index with no floor. The Company evaluates the collectability of its rental payments and recognizes revenue on a cash basis when the Company believes it is no longer probable that it will receive substantially all of the remaining lease payments. Renewal options in leases 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 on the consolidated balance sheets.
iEarnings Per Share.
Basic net income (loss) per share is computed under the two-class method by dividing net income (loss) reduced by preferred dividends and amounts allocated to certain 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 and non-vested common shares, unsettled common shares sold in forward sales transactions, OP units and put options of certain convertible securities.
iUse 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 economic environment. 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 and equity method investments, valuation of derivative financial
instruments, valuation of awards granted under compensation plans, the determination of the incremental borrowing rate for leases where the Company is the lessee and the useful lives of long-lived assets. Actual results could differ materially from those estimates.
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 Company's acquisitions are primarily considered asset acquisitions, thus acquisition costs are capitalized.
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. 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. Management generally retains a third party to assist in the allocations.
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 is 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.
Depreciation is determined by the straight-line method over the remaining estimated economic useful lives of the properties. The Company generally depreciates its real estate assets over periods ranging up to i40 years.
/
iImpairment
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 Company considers the strategic decisions regarding the future plans to sell properties and other market factors. The Company regularly updates significant estimates and assumptions including rental rates, capitalization rates and discount rates, which are included in the anticipated future undiscounted cash flows 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 its 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.
iInvestments in Non-Consolidated Entities. The Company uses the equity method of accounting for those joint ventures where it exercises significant influence but does not have control. 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.
iImpairment 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.
i
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. The Company has formally elected to apply the portfolio exception within Topic 820 with respect to measuring counterparty risk for all of its derivative transactions subject to master netting arrangements.
The Company estimates the fair value of its real estate assets, including non-consolidated
real estate assets, by using income and market valuation techniques. The Company may estimate fair values using market information such as recent sale contracts (Level 2 inputs) or recent sale offers 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.
iCost
Capitalization. The Company capitalizes interest and direct and indirect project costs associated with the initial construction of a property up to the time the property is substantially complete and ready for its intended use in real estate under construction in the consolidated balance sheets. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once necessary work has been completed on a vacant space, project costs are no longer capitalized.
iProperties
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. The operating results of these properties are reflected as discontinued operations in the consolidated statements of operations only if the sale of these assets represents a major strategic shift in operations; if not, the operating results are included in continuing operations. Properties classified as held for sale are carried at the lower of net carrying value or estimated fair value less costs to sell and depreciation and amortization are no longer recognized. Properties that do not meet the held for sale criteria are accounted for as operating properties.
iDeferred
Expenses. Deferred expenses consist primarily of revolving line of credit 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. If the interest rate
swap is designated as a cash flow hedge, the portion of the interest rate swap's change in fair value is reported as a component of other comprehensive income (loss).
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 ongoing 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 does and may continue to utilize interest rate swap and cap agreements to manage interest rate risk, but does not anticipate entering into derivative transactions for speculative trading purposes.
iStock
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. All share-based payments to employees are recognized in the consolidated statements of operations based on their fair values. The Company has made an accounting policy election to account for share-based award forfeitures in compensation costs when they occur.
i
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.
iCash and Cash Equivalents. The Company considers all highly liquid instruments with maturities of three months or less from the date of purchase to be cash equivalents.
iRestricted
Cash. Restricted cash is comprised primarily of cash balances held by lenders and operating cash reserves held in escrow for one property.
iEnvironmental 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, 2021, 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.
iSegment Reporting.The Company operates generally in ione
industry segment, single-tenant real estate assets./
iReclassifications. Certain amounts included in prior years' financial statements have been reclassified to conform to the current year's presentation.
i
Recently
Issued Accounting Guidance. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts that reference the London Interbank Offered Rate, or LIBOR, or another reference rate expected to be discontinued because of reference rate reform. The guidance in ASU 2020-04 is optional, applies for a limited period of time to ease the potential burden in accounting for (or recognizing the effect of) reference rate reform on financial reporting, in response to concerns about structural risks of interbank offered rates, and, particularly, the risk of cessation of LIBOR and may be elected over time as reference rate reform activities occur. As of March 31, 2020,
the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
In July 2021, the FASB issued ASU 2021-05, Lease (Topic 842): Lessors-Certain Leases with Variable Lease Payments, to amend the guidance to provide alternative accounting for sales
type and direct finance leases with variable lease payments. The amendments in ASU 2021-05 amend the accounting guidance to allow lessors to classify and account for variable leases payments that do no depend on a reference index or a rate as an operating lease if certain criteria are met. The standard is effective for fiscal years beginning after December 15, 2021 with early adoption permitted. The Company does not currently have any leases that are classified as sales-type or direct finance leases. Therefore, the Company early adopted the measure on a prospective basis to applicable leases that commenced or were modified on or after July 1, 2021.
(3)iEarnings
Per Share
A portion of 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.
i
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, 2021:
2021
2020
2019
BASIC
Net
income attributable to common shareholders
$
i375,848
$
i176,788
$
i273,225
Weighted-average
number of common shares outstanding
i277,640,835
i266,914,843
i237,642,048
Net
income attributable to common shareholders - per common share basic
Net
income attributable to common shareholders - basic
$
i375,848
$
i176,788
$
i273,225
Impact
of assumed conversions
i7,962
i—
i—
Net
income attributable to common shareholders
$
i383,810
$
i176,788
$
i273,225
Weighted-average
common shares outstanding - basic
i277,640,835
i266,914,843
i237,642,048
Effect
of dilutive securities:
Unvested share-based payment awards and options
i989,177
i1,267,709
i292,467
Shares
issuable under forward sales agreements
i2,110,315
i—
i—
Operating
Partnership Units
i1,918,845
i—
i—
Series
C Cumulative Convertible Preferred
i4,710,570
i—
i—
Weighted-average
common shares outstanding - diluted
i287,369,742
i268,182,552
i237,934,515
Net
income attributable to common shareholders - per common share diluted
$
i1.34
$
i0.66
$
i1.15
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.
(1) Includes
accumulated amortization of real estate intangible assets of $i151,041 and $i199,997
in 2021 and 2020, respectively. The estimated amortization of the above real estate intangible assets for the next five years is $i33,710 in 2022, $i32,501
in 2023, $i26,638 in 2024, $i22,709 in 2025 and
$i19,701 in 2026.
/
The Company had below-market leases, net of accumulated accretion, which are included in deferred revenue, of $i14,401
and $i16,531, respectively, as of December 31, 2021 and 2020. The estimated accretion for the next five years is $i1,955
in 2022, $i1,955 in 2023, $i1,955 in 2024, $i1,865
in 2025 and $i1,663 in 2026.
Weighted-average
life of intangible assets (years)
i8.7
As of December 31, 2021, the details of the development arrangements outstanding are
as follows (in $000's, except square feet):
Project (% owned)
# of Buildings
Market
Estimated Sq. Ft.
Estimated Project
Cost
GAAP Investment Balance as of 12/31/2021
Amount Funded as of
12/31/2021(4)
Estimated Building Completion Date
% Leased as of 12/31/2021
The Cubes at Etna East (i95%)(1)(2)
i1
Columbus,
OH
i1,074,840
$
i72,100
$
i33,002
$
i22,471
2Q
2022
i—
%
Mt. Comfort (i80%)(1)
i1
Indianapolis,
IN
i1,053,360
i60,300
i30,012
i21,977
3Q
2022
i—
%
Cotton 303 (i93%)(1)
i2
Phoenix,
AZ
i880,678
i84,200
i30,263
i24,475
3Q
2022
i—
%
Ocala (i80%)(1)
i1
Central
Florida
i1,085,280
i80,900
i32,186
i21,186
3Q
2022
i—
%
Smith Farms (i90%)(1)(3)
i3
Greenville-Spartanburg,
SC
i2,194,820
i162,100
i35,702
i21,433
4Q
2022 - 2Q 2023
i36
%
$
i459,600
$
i161,165
$
i111,542
(1)Estimated
project cost includes estimated tenant improvements and leasing costs and excludes potential developer partner promote.
(2)Land parcel distributed from the Etna Park 70 East joint venture during the fourth quarter.
(3)Preleased one i797,936 square foot facility subject to a i12-year
lease commencing upon substantial completion of the facility.
(4)Excludes noncontrolling interests' share.
As of December 31, 2021, the Company's aggregate investment in ifive consolidated development arrangements was $i161,165,
which included capitalized interest of $i1,114 for the year ended December 31, 2021 and is presented as investments in real estate under construction in the accompanying consolidated balance sheets.
In December 2021, the Company acquired ownership interests of i95.5%
and i80% in itwo newly-formed consolidated joint ventures, Lex Reems & Olive, LLC and Hancock 14 RRL, LLC, respectively. Lex Reems & Olive, LLC invested $i100,875
in a i420-acre land parcel in the Phoenix, Arizona market. Hancock 14 RRL, LLC invested $i3,285 in a i73-acre
land parcel in the Indianapolis, Indiana market. The land parcels are classified as land held for development in the consolidated balance sheets.
For the years ended December 31, 2021, 2020 and 2019, the Company disposed of its interests in various properties
for an aggregate gross disposition price of $i823,966, $i432,843 and $i504,118,
respectively, which resulted in gains on sales of $i367,274, $i139,039 and $i250,889,
respectively, including, in 2021 the sale of i22 special purpose industrial assets to a newly-formed joint venture, NNN MFG Cold JV L.P. (“MFG Cold JV”), with an unaffiliated third-party.
Included in the 2021 dispositions are ithree
non-industrial properties with a disposition price of $i35,369, which was satisfied through (i) the redemption of i1,598,906
operating units ("OP units"), (ii) the assumption of $i11,610 of third party mortgage financing that encumbered itwo
of the properties and (iii) $i1,497 of seller financing. The seller financing note receivable has a fixed interest rate of i6.0% per annum and matures on August 1, 2025. As
of December 31, 2021, the balance of the note receivable is $i1,489.
Included in the 2020 dispositions are ithree
properties which were conveyed to the lenders in forgiveness of the mortgage loan encumbering each property. The balances of the non-recourse mortgage loans were in excess of the value of the property collateral, resulting in aggregate debt satisfaction gains, net of $i34,450. For the years ended December 31, 2021, 2020 and 2019,
the Company recognized net debt satisfaction charges relating to properties sold of $i229, $i2,879
and $i4,415, respectively.
The
Company assesses on a regular basis whether there are any indicators that the carrying value of its real estate assets may be impaired. Potential indicators may include an increase in vacancy at a property, tenant financial instability, change in the estimated holding period of the asset, the potential sale or transfer of the property in the near future and changes in economic conditions. An asset is determined to be impaired if the asset's carrying value is in excess of its estimated fair value and the Company estimates that its cost will not be recovered.
During 2021, 2020 and 2019, the Company recognized aggregate impairment charges on real estate properties of $i5,541,
$i14,460 and $i5,329, respectively. During 2021 and 2020, the aggregate impairment charges were recognized on properties that were primarily impaired due to a reduction in the anticipated
holding period for those properties. During 2019, aggregate impairment charges of $i2,106 were recognized on itwo vacant retail properties, which were sold in 2019, and a held
for use impairment of $i2,974 was recognized on an office property due to a reduction of the anticipated holding period and leasing prospects.
The
following tables present the Company's assets and liabilities measured at fair value on a recurring and non-recurring basis as of December 31, 2021 and 2020, aggregated by the level in the fair value hierarchy within which those measurements fall:
Fair
Value Measurements Using
Description
2021
(Level 1)
(Level 2)
(Level 3)
Interest rate swap liabilities
$
(i6,258)
$
i—
$
(i6,258)
$
i—
Impaired
real estate assets (1)
$
i12,735
$
i—
$
i—
$
i12,735
(1) Represents
non-recurring fair value measurement. The Company measured the $i12,735 fair value based on a discounted cash flow analysis, using a discount rate ranging from i8.0%
to i10.0% and a residual capitalization rate ranging from i7.5% to i8.0%.
As significant inputs to the models are unobservable, the Company determined that the value determined for these properties falls within Level 3 of the fair value reporting hierarchy.
Fair
Value Measurements Using
Description
2020
(Level 1)
(Level 2)
(Level 3)
Interest rate swap liabilities
$
(i17,963)
$
i—
$
(i17,963)
$
i—
Impaired
real estate assets (1)
$
i21,141
$
i—
$
i2,480
$
i18,661
(1) Represents
non-recurring fair value measurement. The fair value is calculated as of the impairment date. $i2,480 was based on an observable contract thus Level 2. The Company measured $i18,661
of these fair values based on a discounted cash flow analysis, using a discount rate of i9.0% and residual capitalization rates ranging from i8.0% to i9.0%.
As significant inputs to the models are unobservable, the Company determined that the value determined for these properties falls within Level 3 of the fair value reporting hierarchy.
/
The majority of the inputs used to value the Company's interest rate swaps 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 swaps 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, 2021 and 2020, the Company determined that the credit valuation adjustment relative to the overall interest rate swaps was not significant. As a result, all interest rate swaps have been classified in Level 2 of the fair value hierarchy.
i
The
table below sets forth the carrying amounts and estimated fair values of the Company's financial instruments as of December 31, 2021 and 2020:
The
fair value of the Company's debt is primarily estimated utilizing Level 3 inputs by using a discounted cash flow analysis, based upon estimates of market interest rates. The Company determines the fair value of its Senior Notes using market prices. The inputs used in determining the fair value of these notes are categorized as Level 1 due to the fact that the Company uses quoted market rates to value these instruments. However, the inputs used in determining the fair value could be categorized as Level 2 if trading volumes are low.
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.
(1) During
2021, the Company disposed of i22 special purpose industrial assets to MFG Cold JV for an aggregate disposition price of $i550,000,
net of $i2,775 of purchase price adjustments, and acquired a i20% interest in the MFG Cold JV.
The Company recognized a gain of $i239,386 in connection with the disposition of the assets, and, in addition, MFG Cold JV assumed $i25,850
of non-recourse mortgage debt in the transaction. MFG Cold JV obtained $i381,000 of non-recourse mortgage financing which bears interest at one month Term SOFR plus i245 basis points and has an initial
term of itwo years but can be extended for ithree additional terms of ione
year each. MFG Cold JV entered into an interest rate agreement which caps the one-month Term SOFR component of the $i381,000 mortgage financing at i3% for itwo
years.
(2) NNN Office JV L.P. is a joint venture formed in 2018 and owns office properties formerly owned by the Company.
(3) Joint venture formed in 2017 with a developer entity to acquire a parcel of land.
(4) Joint venture formed in 2019 with a developer entity to acquire a parcel of land. During the fourth quarter of 2021, a land parcel was distributed from the Etna Park 70 East LLC to The Cubes at Etna East, a consolidated development joint venture.
/
(5) A joint venture investment, which owns a single-tenant, net-leased asset.
During
2020, NNN Office JV L.P. (“NNN JV”) sold itwo assets and the Company recognized aggregate gains on the transactions of $i557
within equity in earnings (losses) of non-consolidated entities within its consolidated statement of operations. In conjunction with these property sales, NNN JV received aggregate net proceeds of $i8,504 after the satisfaction of an aggregate of $i40,800
of its non-recourse mortgage indebtedness. The NNN JV distributed $i1,701 of the net proceeds to the Company as a result of the property sales.
During 2019, NNN JV sold ifour
assets and the Company recognized aggregate gains on the transactions of $i3,529 within equity in earnings of non-consolidated entities in its consolidated statement of operations. In conjunction with these property sales, NNN JV received aggregate net proceeds of $i45,208
after satisfaction of an aggregate of $i101,520 of its non-recourse mortgage indebtedness. The NNN JV distributed $i7,549
of the net proceeds to the Company as a result of the property sales.
In February 2019, a non-consolidated real estate entity, in which the Company owned a i15% ownership interest, sold its only asset and the Company received $i2,317
of proceeds. The Company recognized a gain on the transaction of $i824, which is included in equity in earnings of non-consolidated entities in its consolidated statement of operations.
The Company earns advisory fees from certain of these non-consolidated entities for services related to acquisitions, asset management and debt placement. Advisory fees earned from these non-consolidated investments
were $i2,968, $i3,028 and $i3,596
for the years ended December 31, 2021, 2020 and 2019.
Interest rates, including imputed rates on mortgages and notes payable, ranged from i3.5%
to i4.3% and i3.5% to i6.3%
at December 31, 2021 and 2020, respectively, and all mortgages and notes payable mature between 2023 and 2031, as of December 31, 2021. The weighted-average interest rate at December 31, 2021 and 2020 was approximately i4.0% and i4.5%,
respectively.
On July 12, 2021, LCIF encumbered itwo of its properties with mortgage debt in the amount of $i11,610. Subsequently,
on July 12, 2021, certain operating partnership unitholders assumed the mortgages upon purchasing the properties.
The Company has an unsecured credit agreement with KeyBank National Association, as agent. iThe maturity dates and interest rates as of December 31, 2021, are as follows:
Maturity
Date
Interest Rate
$i600,000 Revolving Credit Facility(1)
February 2023
LIBOR + 0.90%
$i300,000
Term Loan(2)
January 2025
LIBOR + 1.00%
(1)Maturity date of the revolving credit facility can be extended to February 2024 at the Company's option. The interest rate ranges from LIBOR plus i0.775% to i1.45%.
At December 31, 2021, the Company had ino borrowings outstanding and availability of $i600,000,
subject to covenant compliance.
(2)The LIBOR portion of the interest rate was swapped to obtain a current fixed rate of i2.732% per annum. The aggregate unamortized debt issuance costs for the term loan was $i1,554
and $i2,057 as of December 31, 2021 and 2020, respectively.
The Company was compliant with all applicable financial covenants contained in its corporate-level debt agreements at December 31, 2021.
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.
i
Scheduled principal and balloon payments for mortgages, notes payable and term loan for the next five years and thereafter are as follows:
Year
ending December 31,
Total
2022
$
i11,275
2023
i12,265
2024
i5,373
2025
i5,570
2026
i5,773
Thereafter
i44,173
i84,429
Unamortized
debt issuance costs
(i1,337)
$
i83,092
/
Included
in the consolidated statements of operations, the Company recognized debt satisfaction charges, net, of $i717 and $i9 for
the years ended December 31, 2021 and 2019, respectively, due to the satisfaction of mortgages and notes payable other than those disclosed elsewhere in these financial statements. In addition, the Company capitalized $i2,974, $i1,745
and $i410 in interest for the years ended 2021, 2020 and 2019, respectively.
Each
series of the Senior Notes is unsecured and pays interest semi-annually in arrears. The Company may redeem the notes at its option at any time prior to maturity in whole or in part by paying the principal amount of the notes being redeemed plus a make-whole premium.
In August 2021, the Company issued $i400,000 aggregate principal amount of i2.375%
Senior Notes due 2031 ("2031 Senior Notes") at an issuance price of i99.758% of the principal amount. The Company issued the 2031 Senior Notes at an initial discount of $i968
which is being recognized as additional interest expense over the term of the 2031 Senior Notes. The Company used a portion of the net proceeds from the offering of the 2031 Senior Notes to redeem the $i188,756 aggregate principal balance of its outstanding i4.25%
Senior Notes due 2023 ("2023 Senior Notes"). The consideration paid included a make-whole premium of $i12,191 and $i2,028
of accrued and unpaid interest. The Company recognized a $i12,948 debt satisfaction loss related to the aggregate redemptions.
In August 2020, the Company issued $i400,000
aggregate principal amount of i2.70% Senior Notes due 2030 ("2030 Senior Notes") at an issuance price of i99.233% of the principal amount. The
Company issued the 2030 Senior Notes at an initial discount of $i3,068 which is being recognized as additional interest expense over the term of the 2030 Senior Notes. The Company used the proceeds from the offering of the 2030 Notes to repurchase $i61,244
and $i51,068 aggregate principal balance of its outstanding 2023 Senior Notes and i4.40% Senior Notes 2024, respectively through a tender offer. The
Company recognized a $i10,119 debt satisfaction loss related to the aggregate repurchases, which included a write-off of the proportionate amount of unamortized discount and debt issuance costs related to the 2023 and 2024 senior notes.
During 2007, the Company issued $i200,000
original principal amount of Trust Preferred Securities. The Trust Preferred Securities, which are classified as debt, are due in 2037, are open for redemption at the Company's option, bear interest at a variable rate of three month LIBOR plus i170 basis points through maturity. The interest rate at December 31, 2021 was i1.832%.
As of December 31, 2021 and 2020, there was $ii129,120/
original principal amount of Trust Preferred Securities outstanding and $i1,525 and $i1,625, respectively, of unamortized debt issuance costs.
Scheduled principal payments for these debt instruments for the next five years and thereafter are as follows:
Year
ending December 31,
Total
2022
$
i—
2023
i—
2024
i198,932
2025
i—
2026
i—
Thereafter
i929,120
i1,128,052
Unamortized
debt discounts
(i3,655)
Unamortized debt issuance costs
(i8,871)
$
i1,115,526
(10)iDerivatives 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 these objectives 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 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 Company did not incur any ineffectiveness
during 2021 and 2020.
During July 2019, the Company entered into ifour interest rate swap agreements with its counterparties. The swaps were designated as cash flow hedges of the risk of variability attributable to changes in the LIBOR swap rates on its $i300,000
LIBOR-indexed variable-rate unsecured term loan. Accordingly, changes in fair value of the swaps are recorded in other comprehensive income (loss) and reclassified to earnings as interest becomes receivable or payable. The swaps expire coterminous with the extended maturity of the term loan in January 2025. During the next 12 months, the Company estimates that an additional $i3,848 will
be reclassified as an increase to interest expense if the swaps remain outstanding.
i
As of December 31, 2021, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
The
table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheet.
The
table below present the effect of the Company's derivative financial instruments on the consolidated statements of operations for 2021 and 2020:
Derivatives in Cash Flow
Amount
of Gain (Loss) Recognized in OCI on Derivative December 31,
Amount of Loss
Reclassified from
Accumulated OCI into Income (1)
December 31,
Hedging Relationships
2021
2020
2021
2020
Interest Rate Swap
$
i6,755
$
(i19,422)
$
i4,950
$
i3,387
(1)
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense within the consolidated statements of operations.
/
Total interest expense presented in the consolidated statements of operations in which the effects of cash flow hedges are recorded was $i46,708 and $i55,201
for 2021 and 2020, respectively.
The Company's agreements with the swap derivative counterparties contain provisions 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, 2021, the Company had not posted any collateral related to the agreements.
The
Company's lease portfolio as a lessor primarily includes general purpose, single-tenant net-leased real estate assets. Most of the Company’s leases require tenants to pay fixed annual rental payments that escalate on an annual basis and variable payments for other operating expenses, such as real estate taxes, insurance, common area maintenance ("CAM"), and utilities, that are based on the actual expenses incurred.
Certain leases allow for the tenant to renew the lease term upon expiration or earlier. Periods covered by a renewal option are included within the lease term only when renewals are deemed to be reasonably certain. Certain leases allow for the tenant to terminate the lease before the expiration of the lease term and certain leases provide the tenant with the right to purchase the leased property at fair market value
or a stipulated price upon expiration of the lease term or before.
Accounting guidance under Topic 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease and determining the lease term when the contract has renewal, purchase or early termination provisions.
The Company analyzes its accounts receivable, customer creditworthiness and current economic trends when evaluating the adequacy of the collectability of the lessee's total accounts receivable balance on a lease by lease basis. In addition, tenants in bankruptcy are analyzed
and considerations are made in connection with the expected pre-petition and post-petition claims. If a lessee's accounts receivable balance is considered uncollectable, the Company will write-off the receivable balances associated with the lease to rental revenue and cease to recognize lease income, including straight-line rent, unless cash is received. If the Company subsequently determines that it is probable it will collect substantially all of the lessee's remaining lease payments under the lease term; the Company will reinstate the straight-line balance adjusting for the amount related to the period when the lease was accounted for on a cash basis. In February 2020, the
Company wrote off a deferred rent receivable balance of $i615 as a reduction of rental revenue related to a tenant that dissolved and surrendered its leased premises in an industrial property located in the Columbus, Ohio market. During 2019, rental revenue was reduced by an aggregate of $i352
for accounts receivable deemed uncollectible.
Certain tenants have been experiencing financial difficulties as a result of the COVID-19 pandemic. During 2020, the Company wrote off aggregate deferred rent receivable balances of $i1,383, as a reduction of rental revenue, related to tenants with rent collectability concerns. As of December 31, 2021
and 2020, the Company also wrote off or reserved an aggregate of $i370 and $i389,
respectively, accounts receivable, net, relating to certain tenants suffering from the current economic conditions.
The Company determined that the lease and non-lease components in its leases are a single lease component, which is, therefore, being recognized as rental revenue in its consolidated statements of operations. The primary non-lease service that is included within rental revenue is CAM services provided as part of the Company’s real estate leases. Topic 842 requires that the Company capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. As of December 31, 2021, 2020
and 2019, the Company incurred $i19, $i67 and $i191,
respectively, of costs that were not incremental to the execution of leases, which are included in property operating expenses in its consolidated statements of operations.
The Company manages the risk associated with the residual value of its leased properties by including contract clauses that make tenants responsible for surrendering the space in good condition upon lease termination, holding a diversified portfolio, and other activities. The Company does not have residual value guarantees on specific properties.
(2) Variable lease payments contain termination revenue of $i15,371 and $i857 for the
year ending December 31, 2021 and 2020, respectively. The 2021 termination fee revenue primarily related to a tenant that terminated its lease at the Company's Durham, New Hampshire industrial property.
/
i
Future
fixed rental receipts for leases, assuming no new or re-negotiated leases as of December 31, 2021 were as follows:
Year ending December 31,
Total
2022
$
i254,733
2023
i258,475
2024
i228,697
2025
i208,404
2026
i189,243
Thereafter
i710,938
Total
$
i1,850,490
/
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, if not reasonably certain.
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 has ground leases, corporate leases for office space, and office equipment leases. All leases were classified as operating leases as of December 31,
2021. The leases have remaining lease terms of up to i39 years. Renewal periods are included in the lease term only when renewal is deemed to be reasonably certain. The lease term also includes periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise the termination option. The Company measures its lease payments by including fixed rental payments and variable rental payments that tie to an index or
a rate, such as CPI. Minimum lease payments for leases that commenced before the date of adoption of ASC 842 were determined based on previous leases guidance under ASC 840. The Company recognizes lease expense for its operating leases on a straight-line basis over the lease term and variable lease expense not included in the lease payment measurement as incurred.
The accounting guidance under Topic 842 requires the Company to make certain assumptions and judgments in applying the guidance, including determining whether an arrangement includes a lease, determining the term of a lease when the contract has renewal or termination provisions and determining the discount
rate.
The Company determines whether an arrangement is or includes a lease at contract inception by evaluating whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the Company has the right to obtain substantially all of the economic benefits from and can direct the use of, the identified asset for a period of time, the Company accounts for the contract
as a lease.
As the Company does not know the rate implicit
in the respective leases, the Company used its incremental borrowing rate based on the information available at the transition date for such existing leases. The Company uses the information available at the lease commencement date to determine the discount rate for any new leases. The Company used a portfolio approach to determine its incremental borrowing rate. Lease contracts were grouped based on similar lease terms and economic environments in a manner in which the Company reasonably expects that the outcome from applying a portfolio approach
does not differ materially from an individual lease approach. The Company estimated a collateralized discount rate for each portfolio of leases.
i
Supplemental information related to operating leases is as follows:
The
components of lease expense for the year ended December 31, 2021 and 2020 were as follows:
Income Statement Classification
Fixed
Variable
Total
2021:
Property
operating
$
ii3,645/
$
ii3/
$
i3,648
General
and administrative
ii1,380/
ii70/
i1,450
Total
$
i5,025
$
i73
$
i5,098
2020:
Property
operating
$
i3,969
$
i2
$
i3,971
General
and administrative
i1,348
i105
i1,453
Total
$
i5,317
$
i107
$
i5,424
/
The
Company recognized sublease income of $i3,425, $i3,756 and $i3,764
in 2021, 2020 and 2019, respectively.
i
The following table shows the Company's maturity analysis of its operating lease liabilities as of December 31, 2021:
Year
ending December 31,
Operating Leases
2022
$
i5,046
2023
i5,290
2024
i5,199
2025
i5,204
2026
i4,174
Thereafter
i11,174
Total
lease payments
i36,087
Less: Imputed interest
(i6,993)
Present
value of lease liabilities
$
i29,094
/
(12)iConcentration
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, 2021, 2020 and 2019, 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.
At-The-Market
Offering Program. The Company maintains an At-The-Market offering program ("ATM program") under which the Company can issue common shares. iThe following table summarizes common share issuances under the ATM program:
During
2021, the Company settled i4,990,717 common shares previously sold on a forward basis on the maturity date of the contract and received $i53,567
of net proceeds. There were no forward settlements during 2020.
As of December 31, 2021, an aggregate of i3,649,023 common shares were sold in forward sales contracts that had not been settled and had an aggregate settlement price of $i38,544,
which is subject to adjustment in accordance with the forward sales contracts. The Company expects to settle the forward sales contracts by the maturity dates in February 2022.
In 2021, the Company amended the terms of its ATM offering program, under which the Company may, from time to time, sell up to $i350,000
of common shares over the term of the program. As of December 31, 2021, commons shares with an aggregate value of $i294,985 remain available for issuance under the ATM program.
Underwritten Equity Offerings. During 2021, the Company entered into forward sales contracts
for the sale of i16,000,000 common shares at a public offering price of $i12.11 per common share in an underwritten equity offering that have not yet settled. Subject
to the Company's rights to elect cash or net share settlement, the Company expects to settle the forward sales contracts by the maturity date in May 2022. As of December 31, 2021, the forward sales contracts had an aggregate settlement price $i187,528,
which is subject to adjustment in accordance with the forward sales contracts.
During 2020, the Company issued i17,250,000 common shares at $i9.60
per common share in an underwritten offering and generated net proceeds of approximately $i164,000. The net proceeds were used for general corporate purposes, including acquisitions, and pending the application of the proceeds were used to pay down all the then outstanding balance under the Company's revolving credit facility.
Stock Based Compensation. In addition,
during the years ended December 31, 2021, 2020 and 2019, the Company issued i949,573, i756,380
and i896,807 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.
Share Repurchase Program. In July 2015, the
Company's Board of Trustees authorized the repurchase of up to i10,000,000 common shares and increased this authorization by i10,000,000
in 2018. This share repurchase program has no expiration date. During 2020 and 2019, the Company repurchased and retired, i1,329,940 and i441,581
common shares, respectively, at an average price of, $i8.28 and $i8.13, respectively, per common share under the share repurchase program. During 2021, there were
ino share repurchases. As of December 31, 2021, i8,976,315
common shares remain available for repurchase under this authorization. The Company records a liability for repurchases that have not yet been settled as of the period end.
Series C Preferred Stock. The Company had i1,935,400 shares of Series C Cumulative Convertible Preferred Stock (“Series C Preferred”) outstanding at December 31, 2021. The shares have a dividend of $i3.25
per share per annum, have a liquidation preference of $i96,770, and the Company, if certain common share prices are achieved, can force conversion into common shares of the Company. As of December 31, 2021, each share was convertible into i2.4339
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 i125%
of the then prevailing conversion price of the Series C Preferred.
Holders of 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.
i
A
summary of the changes in accumulated other comprehensive income (loss) related to the Company's cash flow hedges is as follows:
Other
comprehensive income (loss) before reclassifications
i6,755
(i19,422)
Amounts
of loss reclassified from accumulated other comprehensive loss to interest expense
i4,950
i3,387
Balance
at end of period
$
(i6,258)
$
(i17,963)
/
Noncontrolling
Interests. In conjunction with several of the Company's acquisitions in prior years, sellers were issued limited partner interests in LCIF (“OP units”) OP units as a form of consideration. All OP units, other than OP units owned by the Company, are redeemable for common shares 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
i1.13 common shares, subject to future adjustments.
During 2021, LCIF redeemed and cancelled i1,598,906
OP units in connection with the disposition of the ithree properties.
During 2021, 2020 and 2019, i185,270,
i327,453 and i391,993 common shares, respectively, were issued
by the Company, in connection with OP unit redemptions, for an aggregate value of $i958, $i1,614
and $i1,655, respectively.
As of December 31, 2021, there were approximately i775,000
OP units outstanding other than OP units owned by the Company. All OP units receive distributions in accordance with the LCIF partnership agreement. To the extent that the Company's dividend per common share is less than the stated distribution per OP unit per the LCIF 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.
During
2021 and 2020, the Company granted common shares to certain employees and trustees as follows:
2021
2020
Performance Shares(1)
Shares issued:
Index
i297,636
i232,993
Peer
i297,632
i232,987
Grant
date fair value per share:(2)
Index
$
i7.13
$
i6.59
Peer
$
i6.23
$
i5.97
Non-Vested
Common Shares:(3)
Shares issued
i304,060
i243,270
Grant
date fair value
$
i3,080
$
i2,581
(1)The
shares vest based on the Company's total shareholder return growth after a three-year measurement period relative to an index and a group of Company peers. Dividends will not be paid on these grants until earned. Once the performance criteria are met and the actual number of shares earned is determined, such shares vest immediately. During 2021, all of the ii662,044/
performance shares issued in 2018 vested. During 2020, i122,779 of the i452,737
performance shares issued in 2017 vested.
(2)The fair value of grants was determined at the grant date using a Monte Carlo simulation model.
/
(3)The shares vest ratably over a three-year service period.
In addition, during 2021, 2020 and 2019, the Company issued i50,245, i47,130,
and i67,226, respectively, of fully vested common shares to non-management members of the Company's Board of Trustees with a fair value of $i587,
$i500, and $i595, respectively.
As of December 31,
2021, of the remaining i2,290,644 non-vested shares, i677,275
are subject to time-based vesting and i1,613,369 are subject to performance-based vesting. At December 31, 2021, there are i1,410,110
awards available for grant. The Company has $i6,502 in unrecognized compensation costs relating to the non-vested shares that will be charged to compensation expense over an average of approximately i1.7
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, 2021 and 2020, there were ii130,863/
common shares in the trust.
The Company sponsors a 401(k) retirement savings plan covering all eligible employees. The Company makes a discretionary matching contribution on a portion of employee participant salaries and, based on its profitability, may make an additional discretionary contribution at each fiscal year end to all eligible employees. These discretionary contributions are subject to vesting under a schedule providing for i25%
annual vesting starting with the first year of employment and i100% vesting after ifour years of employment. Approximately $i426,
$i393 and $i403 of contributions are applicable to 2021, 2020 and 2019, respectively.
During 2021, 2020 and 2019, the
Company recognized $i6,554, $i6,185 and $i5,831,
respectively, in expense relating to scheduled vesting of common share grants.
(15) iRelated Party Transactions
There were no related party transactions other than those disclosed elsewhere in the consolidated financial statements.
(16)
iIncome Taxes
The 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.
For the years ended December 31, 2021, 2020 and 2019, the “other” amount is comprised primarily of state franchise taxes of $i1,267,
$i1,314 and $i1,289, respectively.
i
A
summary of the average taxable nature of the Company's common dividends for each of the years in the 3-year period ended December 31, 2021, is as follows:
2021
2020
2019
Total
dividends per share
$
i0.430
$
i0.420
$
i0.485
Ordinary
income
i65.89
%
i95.1
%
i61.07
%
Qualifying
dividend
i0.10
%
i0.6
%
i0.22
%
Capital
gain
i—
i—
i—
Return
of capital
i34.01
%
i4.3
%
i38.71
%
i100.00
%
i100.00
%
i100.00
%
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 3-year period ended December 31, 2021, is as follows:
2021
2020
2019
Total
dividends per share
$
i3.25
$
i3.25
$
i3.25
Ordinary
income
i99.84
%
i99.38
%
i99.64
%
Qualifying
dividend
i0.16
%
i0.62
%
i0.36
%
Capital
gain
i—
i—
i—
Return
of capital
i—
i—
i—
i100.00
%
i100.00
%
i100.00
%
/
(17) iCommitments
and Contingencies
In addition to the commitments and contingencies disclosed elsewhere, the Company has the following commitments and contingencies.
The Company is obligated under certain tenant leases, including its proportionate share for leases for non-consolidated entities, to fund the expansion of the underlying leased properties. The Company, under certain circumstances, may guarantee to tenants the completion of base building improvements and the payment of tenant improvement allowances and lease commissions on behalf of its subsidiaries.
As of December 31, 2021, the Company had ifive ongoing consolidated development projects and expects to incur approximately $i312,000
of costs in 2022, excluding noncontrolling interests' share, to substantially complete the construction of such projects. As of December 31, 2021, the Company had itwo consolidated and itwo
non-consolidated joint ventures that own land parcels held for development. The Company is unable to estimate the timing of any required fundings for potential development projects on these parcels.
The Company and LCIF are parties to a funding agreement under which the Company may be required to fund distributions made on account of LCIF's OP units. Pursuant to the funding agreement, the parties agreed that, if LCIF does not have sufficient cash available to make a quarterly distribution to its limited partners in an amount in accordance with the partnership agreement, LXP Industrial Trust will fund the shortfall. Payments under the agreement will be made in the form of loans
to LCIF and will bear interest at prevailing rates as determined by the Company in its discretion but, no less than the applicable federal rate. LCIF's right to receive these loans will expire if no OP units remain outstanding and all such loans are repaid. No amounts have been advanced under this agreement.
From time to time, the Company is directly or indirectly involved in legal proceedings arising in the ordinary course of business. Management believes, based on currently available information, and after consultation with legal counsel, that although the outcomes of those normal course proceedings are uncertain, the results of such proceedings, in the aggregate, will not have a material adverse effect on the
Company's business, financial condition and results of operations.
(18) iSupplemental
Disclosure of Statement of Cash Flow Information
i
2021
2020
2019
Reconciliation
of cash, cash equivalents and restricted cash:
Cash and cash equivalents at beginning of period
$
i178,795
$
i122,666
$
i168,750
Restricted
cash at beginning of period
i626
i6,644
i8,497
Cash,
cash equivalents and restricted cash at beginning of period
$
i179,421
$
i129,310
$
i177,247
Cash
and cash equivalents at end of period
$
i190,926
$
i178,795
$
i122,666
Restricted
cash at end of period
i101
i626
i6,644
Cash,
cash equivalents and restricted cash at end of period
$
i191,027
$
i179,421
$
i129,310
/
In
addition to disclosures discussed elsewhere, during 2021, 2020 and 2019, the Company paid $i44,234, $i52,059 and $i59,018,
respectively, for interest and $i1,569, $i1,748 and $i1,482,
respectively, for income taxes.
In 2021, LCIF disposed of ithree real estate assets. The consideration included the redemption of OP units valued at $i22,305
and the assumption of the aggregate related non-recourse mortgage debt of $i11,610.
In 2021, as a result of the formation of the MFG Cold JV, the Company recognized a non-cash increase to investments in non-consolidated entities of $i28,075
for its i20% interest in MFG Cold JV. Additionally, MFG Cold JV assumed a mortgage loan encumbering one property resulting in a non-cash decrease of $i25,850 to mortgages and notes payable,
net.
The acquisition of the RR Ocala 44, LLC joint venture in 2021 included a $ii489/
non-cash increase to investments in real estate under construction and the noncontrolling interest because a member of the joint venture made a non-cash contribution of the land in exchange for its ownership interest in the joint venture.
In 2021 and 2020, the Company entered into new leases and exercised extension options on leases resulting in an aggregate non-cash increase of $ii1,589/
and $ii719/,
respectively, to the related operating lease liabilities and right of use assets.
In 2020, the Company sold its interest in a property, which included the assumption by the buyer of the related non-recourse mortgage debt of $i178,662.
As a result of the foreclosure of ithree
office properties located in South Carolina, Kansas and Florida, during 2020, there was an aggregate non-cash charge of $i57,356 and $i28,078 in mortgages and notes payable,
net, and real estate, net, respectively.
During 2019, the Company assumed a $i41,877 non-recourse mortgage debt upon the acquisition of a property. In addition, in 2019, the Company sold its interest in a property, which included the assumption by the buyer of the related non-recourse
mortgage debt of $i110,000.
(19) iSubsequent
Events
Subsequent to December 31, 2021 and in addition to disclosures elsewhere in the financial statements, the Company acquired itwo industrial properties for an aggregate cost of approximately $i71,800.
Real Estate and Accumulated Depreciation and Amortization
Schedule III ($000) - continued
The initial cost includes the purchase price paid directly or indirectly by the
Company. The total cost basis of the Company's properties at December 31, 2021 for federal income tax purposes was approximately $i4.2 billion.
2021
2020
2019
Reconciliation
of real estate, at cost:
Balance at the beginning of year
$
i3,514,564
$
i3,320,574
$
i3,090,134
Additions
during year
i860,311
i580,861
i663,742
Properties
sold and impaired during the year
(i653,247)
(i354,218)
(i496,730)
Other
reclassifications
(i137,650)
(i32,653)
i63,428
Balance
at end of year
$
i3,583,978
$
i3,514,564
$
i3,320,574
Reconciliation
of accumulated depreciation and amortization:
Balance at the beginning of year
$
i684,468
$
i675,596
$
i722,644
Depreciation
and amortization expense
i138,879
i127,504
i118,525
Accumulated
depreciation and amortization of properties sold and impaired during year
Item 9. Changes in and Disagreements with Accountants on Accounting andFinancial 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 Officer, respectively. Management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of December 31, 2021.
Management's 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, 2021. Our system of internal control over financial reporting is 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) 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 (3) 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, 2021. In assessing the effectiveness of our internal control over financial reporting, management used as guidance the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the assessment performed, management has concluded that our internal control over financial reporting was effective as of December 31, 2021.
Our
independent registered public accounting firm, Deloitte & Touche LLP, which audited the financial statements included in this Annual Report on Form 10-K that contain the disclosure required by this Item, independently assessed the effectiveness of the Company's internal control over financial reporting. Deloitte & Touche LLP has issued an unqualified report on the Company's internal control over financial reporting, which is included in “Financial Statements and Supplementary Data” in Part II, Item 8 of this Annual Report.
Changes in Internal Control Over Financial
Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
On February 23, 2022, we amended and restated the form of executive severance policy agreement under the Lexington Realty Trust Executive Severance Plan adopted January 14, 2018 (the “Executive Severance Plan”)
primarily to correct a typographical error in the severance formula and to amend the definition of “Good Reason”. The foregoing summary of the amendments to the severance policy agreements is qualified in its entirety by reference to the form of Executive Severance Policy Agreement, a copy of which is attached hereto as Exhibit 10.7.
Item 10.
Directors, Executive Officers and Corporate Governance
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, trustees and trustee independence will be in our Definitive Proxy Statement for our 2022 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 Managementand 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 15 to the Company's Consolidated Financial Statements in “Financial Statements and Supplementary Data” in Part II, Item 8 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.
XBRL
Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (2, 5)
(3) This
exhibit shall not be deemed “filed” for purposes of Section 11 or 12 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 18 of the Securities Exchanges Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of those sections, and shall not be part of any registration statement to which it may relate, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing or document.
(4) Management
contract or compensatory plan or arrangement.
(5) Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2021 and 2020; (ii) the Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2021, 2020 and 2019;
(iv) the Consolidated Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019; and (vi) Notes to Consolidated Financial Statements, detailed tagged.
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.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Wilson Eglin, Beth Boulerice and Mark Cherone, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her 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 or her 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.
