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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | | | | | |
☒ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2024.
or | | | | | |
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from _________________ to ________________
Commission File Number 1-12386
LXP INDUSTRIAL TRUST
(Exact name of registrant as specified in its charter) | | | | | |
Maryland | 13-3717318 |
(State or other jurisdiction of incorporation of organization) | (I.R.S. Employer Identification No.) |
515 N Flagler Dr, Suite 408, West Palm Beach, FL 33401
(Address of principal executive offices) (zip code)
(212) 692-7200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock | LXP | New York Stock Exchange |
6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share | LXPPRC | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.
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Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 294,340,310 common shares of beneficial interest, par value $0.0001 per share, as of July 30, 2024.
TABLE OF CONTENTS
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PART I. — FINANCIAL INFORMATION | | |
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PART II — OTHER INFORMATION | | |
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WHERE YOU CAN FIND MORE INFORMATION:
We file and furnish annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, which we refer to as the SEC. We file and furnish information electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file or furnish electronically with the SEC. The address of the SEC's Internet site is http://www.sec.gov. We also maintain a web site at http://www.lxp.com through which you can obtain copies of documents that we file or furnish with the SEC. The contents of that web site are not incorporated by reference in or otherwise a part of this Quarterly Report on Form 10-Q or any other document that we file or furnish with the SEC.
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except share and per share data) | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
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Assets: | | | |
Real estate, at cost | $ | 4,044,720 | | | $ | 3,774,239 | |
Real estate - intangible assets | 310,989 | | | 314,525 | |
Land held for development | 86,401 | | | 80,743 | |
Investments in real estate under construction | 84,443 | | | 319,355 | |
Real estate, gross | 4,526,553 | | | 4,488,862 | |
Less: accumulated depreciation and amortization | 983,410 | | | 904,709 | |
Real estate, net | 3,543,143 | | | 3,584,153 | |
Assets held for sale | 15,973 | | | 9,168 | |
Right-of-use assets, net | 17,251 | | | 19,342 | |
Cash and cash equivalents | 48,676 | | | 199,247 | |
Restricted cash | 226 | | | 216 | |
Short-term investments | — | | | 130,140 | |
Investments in non-consolidated entities | 47,120 | | | 48,495 | |
Deferred expenses, net | 37,040 | | | 35,008 | |
Investment in a sales-type lease, net (allowance for credit loss $70 in 2024 and $61 in 2023) | 64,657 | | | 63,464 | |
Rent receivable – current | 2,878 | | | 5,327 | |
Rent receivable – deferred | 84,855 | | | 80,421 | |
Other assets | 24,048 | | | 17,794 | |
Total assets | $ | 3,885,867 | | | $ | 4,192,775 | |
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Liabilities and Equity: | | | |
Liabilities: | | | |
Mortgages and notes payable, net | $ | 57,551 | | | $ | 60,124 | |
| | | |
Term loan payable, net | 297,289 | | | 296,764 | |
Senior notes payable, net | 1,088,334 | | | 1,286,145 | |
Trust preferred securities, net | 127,843 | | | 127,794 | |
Dividends payable | 39,706 | | | 39,610 | |
Liabilities held for sale | 24 | | | 417 | |
Operating lease liabilities | 17,935 | | | 20,233 | |
Accounts payable and other liabilities | 63,737 | | | 57,981 | |
Accrued interest payable | 10,785 | | | 11,379 | |
Deferred revenue - including below-market leases, net | 8,506 | | | 9,428 | |
Prepaid rent | 13,645 | | | 17,443 | |
Total liabilities | 1,725,355 | | | 1,927,318 | |
| | | |
Commitments and contingencies | | | |
Equity: | | | |
Preferred shares, par value $0.0001 per share; authorized 100,000,000 shares: | | | |
Series C Cumulative Convertible Preferred, liquidation preference $96,770; 1,935,400 shares issued and outstanding | 94,016 | | | 94,016 | |
Common shares, par value $0.0001 per share; authorized 600,000,000 shares, 294,314,556 and 293,449,088 shares issued and outstanding in 2024 and 2023, respectively | 29 | | | 29 | |
Additional paid-in-capital | 3,309,765 | | | 3,330,383 | |
Accumulated distributions in excess of net income | (1,275,833) | | | (1,201,824) | |
Accumulated other comprehensive income | 6,197 | | | 9,483 | |
Total shareholders’ equity | 2,134,174 | | | 2,232,087 | |
Noncontrolling interests | 26,338 | | | 33,370 | |
Total equity | 2,160,512 | | | 2,265,457 | |
Total liabilities and equity | $ | 3,885,867 | | | $ | 4,192,775 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Gross revenues: | | | | | | | |
Rental revenue | $ | 84,768 | | | $ | 85,065 | | | $ | 169,975 | | | $ | 168,482 | |
Other revenue | 1,018 | | | 1,985 | | | 2,062 | | | 3,643 | |
Total gross revenues | 85,786 | | | 87,050 | | | 172,037 | | | 172,125 | |
Expense applicable to revenues: | | | | | | | |
Depreciation and amortization | (48,347) | | | (45,993) | | | (95,856) | | | (91,734) | |
Property operating | (15,482) | | | (15,745) | | | (30,670) | | | (30,988) | |
General and administrative | (9,248) | | | (9,010) | | | (18,741) | | | (18,248) | |
Non-operating income | 2,734 | | | 143 | | | 6,503 | | | 337 | |
Interest and amortization expense | (17,603) | | | (10,144) | | | (34,587) | | | (21,537) | |
| | | | | | | |
Transaction costs | (498) | | | — | | | (498) | | | (4) | |
Impairment charges | — | | | (12,967) | | | — | | | (16,490) | |
Change in allowance for credit loss | (14) | | | 110 | | | (9) | | | 31 | |
Gains on sales of properties | 8,352 | | | — | | | 8,352 | | | 7,879 | |
Gain on change in control of a subsidiary | 209 | | | — | | | 209 | | | — | |
| | | | | | | |
Income (loss) before provision for income taxes and equity in earnings (losses) of non-consolidated entities | 5,889 | | | (6,556) | | | 6,740 | | | 1,371 | |
Provision for income taxes | (83) | | | (210) | | | (208) | | | (426) | |
Equity in earnings (losses) of non-consolidated entities | (1,005) | | | (1,014) | | | (2,286) | | | 2,590 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net income (loss) | 4,801 | | | (7,780) | | | 4,246 | | | 3,535 | |
Less net (income) loss attributable to noncontrolling interests | 625 | | | (268) | | | 911 | | | (417) | |
Net income (loss) attributable to LXP Industrial Trust shareholders | 5,426 | | | (8,048) | | | 5,157 | | | 3,118 | |
Dividends attributable to preferred shares – Series C | (1,573) | | | (1,573) | | | (3,145) | | | (3,145) | |
Allocation to participating securities | (78) | | | (62) | | | (168) | | | (134) | |
Net income (loss) attributable to common shareholders | $ | 3,775 | | | $ | (9,683) | | | $ | 1,844 | | | $ | (161) | |
| | | | | | | |
Net income (loss) attributable to common shareholders - per common share basic | $ | 0.01 | | | $ | (0.03) | | | $ | 0.01 | | | $ | — | |
| | | | | | | |
| | | | | | | |
Weighted-average common shares outstanding – basic | 291,403,985 | | | 290,186,934 | | | 291,346,184 | | | 290,134,015 | |
| | | | | | | |
Net income (loss) attributable to common shareholders - per common share diluted | $ | 0.01 | | | $ | (0.03) | | | $ | 0.01 | | | $ | — | |
| | | | | | | |
| | | | | | | |
Weighted-average common shares outstanding – diluted | 291,615,350 | | | 291,015,537 | | | 291,451,866 | | | 290,964,350 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited and in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net income (loss) | $ | 4,801 | | | $ | (7,780) | | | $ | 4,246 | | | $ | 3,535 | |
Other comprehensive income (loss): | | | | | | | |
| | | | | | | |
Change in unrealized gain (loss) on interest rate swaps, net | (2,243) | | | 2,139 | | | (3,344) | | | (1,051) | |
Company's share of other comprehensive income (loss) of non-consolidated entities | 17 | | | (108) | | | 58 | | | (438) | |
Other comprehensive income (loss) | (2,226) | | | 2,031 | | | (3,286) | | | (1,489) | |
Comprehensive income (loss) | 2,575 | | | (5,749) | | | 960 | | | 2,046 | |
Comprehensive (income) loss attributable to noncontrolling interests | 625 | | | (268) | | | 911 | | | (417) | |
Comprehensive income (loss) attributable to LXP Industrial Trust shareholders | $ | 3,200 | | | $ | (6,017) | | | $ | 1,871 | | | $ | 1,629 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited and in thousands, except share and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | LXP Industrial Trust Shareholders | |
Three months ended June 30, 2024 | Total | | Number of Preferred Shares | | Preferred Shares | | Number of Common Shares | | Common Shares | | Additional Paid-in-Capital | | Accumulated Distributions in Excess of Net Income | | Accumulated Other Comprehensive Income/(Loss) | | Noncontrolling Interests |
Balance March 31, 2024 | $ | 2,220,514 | | | 1,935,400 | | | $ | 94,016 | | | 294,289,569 | | | $ | 29 | | | $ | 3,327,682 | | | $ | (1,241,595) | | | $ | 8,423 | | | $ | 31,959 | |
Issuance of partnership interest in real estate | 201 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 201 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Purchase of noncontrolling interest in consolidated joint venture | (22,988) | | | — | | | — | | | — | | | — | | | (20,447) | | | — | | | — | | | (2,541) | |
Change in control of a subsidiary | (2,503) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,503) | |
Issuance of common shares and deferred compensation amortization, net | 2,530 | | | — | | | — | | | 24,987 | | | — | | | 2,530 | | | — | | | — | | | — | |
Dividends/distributions ($0.13 per common share) | (39,817) | | | — | | | — | | | — | | | — | | | — | | | (39,664) | | | — | | | (153) | |
Net income (loss) | 4,801 | | | — | | | — | | | — | | | — | | | — | | | 5,426 | | | — | | | (625) | |
Other comprehensive loss | (2,243) | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,243) | | | — | |
| | | | | | | | | | | | | | | | | |
Company's share of other comprehensive income of non-consolidated entities | 17 | | | — | | | — | | | — | | | — | | | — | | | — | | | 17 | | | — | |
Balance June 30, 2024 | $ | 2,160,512 | | | 1,935,400 | | | $ | 94,016 | | | 294,314,556 | | | $ | 29 | | | $ | 3,309,765 | | | $ | (1,275,833) | | | $ | 6,197 | | | $ | 26,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2023 | | | |
| | | | | | | | | | | | | | | | | |
Balance March 31, 2023 | $ | 2,360,762 | | | 1,935,400 | | | $ | 94,016 | | | 292,557,721 | | | $ | 29 | | | $ | 3,320,185 | | | $ | (1,105,875) | | | $ | 14,169 | | | $ | 38,238 | |
Issuance of partnership interest in real estate | 190 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 190 | |
Redemption of noncontrolling OP units for common shares | — | | | — | | | — | | | 1,314 | | | — | | | 7 | | | — | | | — | | | (7) | |
| | | | | | | | | | | | | | | | | |
Issuance of common shares and deferred compensation amortization, net | 2,307 | | | — | | | — | | | 22,894 | | | — | | | 2,307 | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Dividends/distributions ($0.125 per common share) | (38,787) | | | — | | | — | | | — | | | — | | | — | | | (38,001) | | | — | | | (786) | |
Net income (loss) | (7,780) | | | — | | | — | | | — | | | — | | | — | | | (8,048) | | | — | | | 268 | |
Other comprehensive income | 2,139 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,139 | | | — | |
Company's share of other comprehensive loss of non-consolidated entities | (108) | | | — | | | — | | | — | | | — | | | — | | | — | | | (108) | | | — | |
| | | | | | | | | | | | | | | | | |
Balance June 30, 2023 | $ | 2,318,723 | | | 1,935,400 | | | $ | 94,016 | | | 292,581,929 | | | $ | 29 | | | $ | 3,322,499 | | | $ | (1,151,924) | | | $ | 16,200 | | | $ | 37,903 | |
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited and in thousands, except share and per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | LXP Industrial Trust Shareholders | |
Six Months Ended June 30, 2024 | Total | | Number of Preferred Shares | | Preferred Shares | | Number of Common Shares | | Common Shares | | Additional Paid-in-Capital | | Accumulated Distributions in Excess of Net Income | | Accumulated Other Comprehensive Income/(Loss) | | Noncontrolling Interests |
Balance December 31, 2023 | $ | 2,265,457 | | | 1,935,400 | | | $ | 94,016 | | | 293,449,088 | | | $ | 29 | | | $ | 3,330,383 | | | $ | (1,201,824) | | | $ | 9,483 | | | $ | 33,370 | |
Issuance of partnership interest in real estate | 665 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 665 | |
| | | | | | | | | | | | | | | | | |
Purchase of noncontrolling interest in consolidated joint venture | (27,898) | | | — | | | — | | | — | | | — | | | (23,843) | | | — | | | — | | | (4,055) | |
Change in control of a subsidiary | (2,503) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,503) | |
Issuance of common shares and deferred compensation amortization, net | 4,813 | | | — | | | — | | | 1,471,680 | | | — | | | 4,813 | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
Repurchase of common shares to settle tax obligations | (1,588) | | | — | | | — | | | (160,079) | | | — | | | (1,588) | | | — | | | — | | | — | |
Forfeiture of employee common shares | — | | | — | | | — | | | (446,133) | | | — | | | — | | | — | | | — | | | — | |
Dividends/distributions ($0.26 per common share) | (79,394) | | | — | | | — | | | | | — | | | — | | | (79,166) | | | — | | | (228) | |
Net income (loss) | 4,246 | | | — | | | — | | | — | | | — | | | — | | | 5,157 | | | — | | | (911) | |
Other comprehensive loss | (3,344) | | | — | | | — | | | — | | | — | | | — | | | — | | | (3,344) | | | — | |
Company's share of other comprehensive income of non-consolidated entities | 58 | | | — | | | — | | | — | | | — | | | — | | | — | | | 58 | | | — | |
| | | | | | | | | | | | | | | | | |
Balance June 30, 2024 | $ | 2,160,512 | | | 1,935,400 | | | $ | 94,016 | | | 294,314,556 | | | $ | 29 | | | $ | 3,309,765 | | | $ | (1,275,833) | | | $ | 6,197 | | | $ | 26,338 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 2023 | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Balance December 31, 2022 | $ | 2,391,003 | | | 1,935,400 | | | $ | 94,016 | | | 291,719,310 | | | $ | 29 | | | $ | 3,320,087 | | | $ | (1,079,087) | | | $ | 17,689 | | | $ | 38,269 | |
Issuance of partnership interest in real estate | 296 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 296 | |
Redemption of noncontrolling OP units for common shares | — | | | — | | | — | | | 4,886 | | | — | | | 25 | | | — | | | — | | | (25) | |
| | | | | | | | | | | | | | | | | |
Issuance of common shares and deferred compensation amortization, net | 4,463 | | | — | | | — | | | 1,239,060 | | | — | | | 4,463 | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
Repurchase of common shares to settle tax obligations | (2,076) | | | — | | | — | | | (204,780) | | | — | | | (2,076) | | | — | | | — | | | — | |
Forfeiture of employee common shares | — | | | — | | | — | | | (176,547) | | | — | | | — | | | — | | | — | | | — | |
Dividends/distributions ($0.25 per common share) | (77,009) | | | — | | | — | | | — | | | — | | | — | | | (75,955) | | | — | | | (1,054) | |
Net income | 3,535 | | | — | | | — | | | — | | | — | | | — | | | 3,118 | | | — | | | 417 | |
Other comprehensive loss | (1,051) | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,051) | | | — | |
Company's share of other comprehensive loss of non-consolidated entities | (438) | | | — | | | — | | | — | | | — | | | — | | | — | | | (438) | | | — | |
| | | | | | | | | | | | | | | | | |
Balance June 30, 2023 | $ | 2,318,723 | | | 1,935,400 | | | $ | 94,016 | | | 292,581,929 | | | $ | 29 | | | $ | 3,322,499 | | | $ | (1,151,924) | | | $ | 16,200 | | | $ | 37,903 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands) | | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
Net cash provided by operating activities: | $ | 77,369 | | | $ | 92,644 | |
Cash flows from investing activities: | | | |
| | | |
Investment in real estate under construction | (58,812) | | | (62,650) | |
Capital expenditures | (3,696) | | | (7,910) | |
Net proceeds from sale of properties | 15,493 | | | 27,338 | |
Principal payments on loans receivable | — | | | 1,462 | |
Investments in non-consolidated entities | (699) | | | (485) | |
Distributions from non-consolidated entities in excess of accumulated earnings | 2,155 | | | 5,536 | |
Deferred leasing costs | (2,759) | | | (1,808) | |
Maturity of held-to-maturity securities | 130,000 | | | — | |
Change in real estate deposits, net | 378 | | | (364) | |
Net cash provided by (used) in investing activities | 82,060 | | | (38,881) | |
Cash flows from financing activities: | | | |
Dividends to common and preferred shareholders | (79,070) | | | (76,112) | |
| | | |
Principal amortization payments | (2,663) | | | (5,893) | |
| | | |
Revolving credit facility borrowings | — | | | 50,000 | |
Revolving credit facility payments | — | | | (50,000) | |
| | | |
Repurchase of senior notes | (198,932) | | | — | |
| | | |
| | | |
Cash contributions from noncontrolling interests | 665 | | | 296 | |
Cash distributions to noncontrolling interests | (228) | | | (1,054) | |
| | | |
Purchase of noncontrolling interests | (27,873) | | | — | |
| | | |
| | | |
| | | |
| | | |
| | | |
Issuance of common shares, net of costs and repurchases to settle tax obligations | (1,889) | | | (2,221) | |
| | | |
| | | |
Net cash used in financing activities | (309,990) | | | (84,984) | |
Change in cash, cash equivalents and restricted cash | (150,561) | | | (31,221) | |
| | | |
Cash, cash equivalents and restricted cash, at beginning of period | 199,463 | | | 54,506 | |
Cash, cash equivalents and restricted cash, at end of period | $ | 48,902 | | | $ | 23,285 | |
| | | |
Reconciliation of cash, cash equivalents and restricted cash: | | | |
Cash and cash equivalents at beginning of period | $ | 199,247 | | | $ | 54,390 | |
Restricted cash at beginning of period | 216 | | | 116 | |
Cash, cash equivalents and restricted cash at beginning of period | $ | 199,463 | | | $ | 54,506 | |
| | | |
Cash and cash equivalents at end of period | $ | 48,676 | | | $ | 23,161 | |
Restricted cash at end of period | 226 | | | 124 | |
Cash, cash equivalents and restricted cash at end of period | $ | 48,902 | | | $ | 23,285 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
(1)The Company and Financial Statement Presentation
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 Class A warehouse and distribution real estate investments.
As of June 30, 2024, the Company had ownership interests in approximately 117 consolidated real estate properties, located in 17 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., 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 interests 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.
The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”) for the three and six months ended June 30, 2024 have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 15, 2024 (“Annual Report”).
Basis of Presentation and Consolidation. The Company's unaudited condensed consolidated financial statements are prepared on the accrual basis of accounting in accordance with GAAP. The financial statements reflect the accounts of the Company and its consolidated subsidiaries. The Company consolidates 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 a primary beneficiary are accounted for under appropriate GAAP.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
As of June 30, 2024, the Company had interests in five consolidated joint ventures with developers, consisting of three development projects and two land joint ventures with ownership interests ranging from 80% to 95.5%. Each joint venture acquired land parcels for industrial development. The Company determined that the joint ventures are variable interest entities in accordance with the applicable accounting guidance. The Company concluded that it is the primary beneficiary in each of the joint ventures and as such, the joint ventures' operations are consolidated in the Company’s unaudited condensed consolidated financial statements.
The assets of each VIE are only available to satisfy such VIE's respective liabilities. Below is a summary of selected financial data of consolidated VIEs for which the Company is the primary beneficiary included in the unaudited condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Real estate, net | $ | 384,422 | | | $ | 535,118 | |
Total assets | $ | 460,804 | | | $ | 626,442 | |
| | | |
Total liabilities | $ | 6,882 | | | $ | 19,549 | |
Use of Estimates. Management has made a number of significant estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. Management adjusts such estimates when facts and circumstances dictate. The most significant estimates made include the recoverability of current and deferred 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, the determination of the term and fair value of sales-type leases, the estimated credit losses for investments in sales-type leases and the useful lives of long-lived assets. Actual results could differ materially from those estimates.
Reclassifications. Certain amounts included in the 2023 unaudited condensed consolidated financial statements have been reclassified to conform to the 2024 presentation.
Recently Issued Accounting Guidance. In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity's CODM. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. The Company will continue to evaluate the impact of the guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures that requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The ASU is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of the guidance until it becomes effective.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
In March 2024, the U.S. Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule will require registrants to disclose certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the effectiveness of the new rules pending related litigation. If the stay is lifted and the effective times are unchanged, certain of the disclosure requirements will begin to apply to the Company's fiscal year beginning January 1, 2025. The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.
(2)Earnings 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.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the three and six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
BASIC | | | | | | | |
| | | | | | | |
| | | | | | | |
Net income (loss) attributable to common shareholders | $ | 3,775 | | | $ | (9,683) | | | $ | 1,844 | | | $ | (161) | |
Weighted-average number of common shares outstanding - basic | 291,403,985 | | | 290,186,934 | | | 291,346,184 | | | 290,134,015 | |
| | | | | | | |
Net income (loss) attributable to common shareholders - per common share basic | $ | 0.01 | | | $ | (0.03) | | | $ | 0.01 | | | $ | — | |
| | | | | | | |
DILUTED | | | | | | | |
Net income (loss) attributable to common shareholders - basic | $ | 3,775 | | | $ | (9,683) | | | $ | 1,844 | | | $ | (161) | |
| | | | | | | |
| | | | | | | |
Impact of assumed conversions | — | | | (81) | | | — | | | (77) | |
Net income (loss) attributable to common shareholders | $ | 3,775 | | | $ | (9,764) | | | $ | 1,844 | | | $ | (238) | |
| | | | | | | |
Weighted-average common shares outstanding - basic | 291,403,985 | | | 290,186,934 | | | 291,346,184 | | | 290,134,015 | |
Effect of dilutive securities: | | | | | | | |
| | | | | | | |
Unvested share-based payment awards | 211,365 | | | — | | | 105,682 | | | — | |
| | | | | | | |
| | | | | | | |
Operating partnership units | — | | | 828,603 | | | — | | | 830,335 | |
| | | | | | | |
Weighted-average common shares outstanding - diluted | 291,615,350 | | | 291,015,537 | | | 291,451,866 | | | 290,964,350 | |
| | | | | | | |
| | | | | | | |
Net income (loss) attributable to common shareholders - per common share diluted | $ | 0.01 | | | $ | (0.03) | | | $ | 0.01 | | | $ | — | |
| | | | | | | |
| | | | | | | |
For per common share amounts, generally 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.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
Calculation of dilutive earnings requires certain potentially dilutive shares to be excluded when the inclusion of such shares would be anti-dilutive. The following table summarizes the potentially dilutive shares excluded from the dilutive earnings per share calculation as the inclusion of such shares would be anti-dilutive:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Unvested share-based payment awards | — | | | 135,172 | | | — | | | 131,522 | |
| | | | | | | |
Preferred shares - Series C | 4,710,570 | | | 4,710,570 | | | 4,710,570 | | | 4,710,570 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(3)Investments in Real Estate
The Company placed in service the following warehouse/distribution facilities during the six months ended June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
Market (% owned) | Placed in Service Date | Initial Cost Basis(1) | Lease Expiration Date | Land | | Building and Improvements | | | |
Phoenix, AZ (100%) | February 2024 | $ | 52,767 | | 01/2031 | $ | 9,449 | | | $ | 43,318 | | | | |
Central Florida (80%) (2) | February 2024 | 80,825 | | N/A | 10,618 | | | 70,207 | | | | |
Indianapolis, IN (80%)(2) | February 2024 | 64,285 | | N/A | 5,126 | | | 59,159 | | | | |
Greenville/Spartanburg, SC (90%) (2) | April 2024 | 73,414 | | N/A | 6,765 | | | 66,649 | | | | |
Central Florida (100%) (2) | June 2024 | 19,021 | | N/A | 4,493 | | | 14,528 | | | | |
| | $ | 290,312 | | | $ | 36,451 | | | $ | 253,861 | | | | |
(1) Initial cost basis excludes certain remaining costs, such as tenant improvements, lease costs and developer incentive fees or partner promotes, if any.
(2) The warehouse/distribution facility was placed in service vacant one year after the completion of base building construction in accordance with the Company's policy.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
As of June 30, 2024, 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(1) | GAAP Investment Balance as of 6/30/2024(2) | LXP Amount Funded as of 6/30/2024 | Actual/Estimated Base Building Completion Date | % Leased as of 6/30/2024 |
Build-to-Suit Development Projects Leased | | | | | | |
Piedmont (100%) (3) | 1 | Greenville/Spartanburg, SC | 625,238 | | $ | 74,400 | | $ | 48,578 | | $ | 34,540 | | 4Q 2024 | 100 | % |
| | | | | | | | |
Development Projects Available for Lease (4) | | | | | | |
South Shore Building B (100%) (5) | 1 | Central Florida | 80,983 | | $ | 12,700 | | $ | 12,122 | | $ | 11,919 | | 3Q 2023 | — | % |
Etna Building D (100%) | 1 | Columbus, OH | 250,020 | | 30,200 | | 23,743 | | 25,021 | | 1Q 2024 | — | % |
| 2 | | 331,003 | | $ | 42,900 | | $ | 35,865 | | $ | 36,940 | | | |
| | | | | | | | |
| 3 | | 956,241 | | $ | 117,300 | | $ | 84,443 | | $ | 71,480 | | | |
(1) Excludes leasing costs, incomplete costs, and developer incentive fees or partner promotes, if any.
(2) Excludes leasing costs and incomplete costs.
(3) During the six months ended June 30, 2024, the Company acquired a 59.1 acre land parcel for a purchase price of $3,416 and commenced construction of a build-to-suit warehouse/distribution facility subject to a 12-year lease, which is estimated to commence January 2025.
(4) Estimated project cost excludes potential developer incentive fees or partner promotes, if any.
(5) During the fourth quarter of 2023, a 57,690 square foot portion of the project, representing 42% of the facility was occupied by a tenant and placed in service.
As of June 30, 2024, the Company's aggregate investment in the ongoing development arrangements was $84,443. This amount included capitalized interest of $869 for the six months ended June 30, 2024 and is presented as investments in real estate under construction in the accompanying unaudited condensed consolidated balance sheet. For the six months ended June 30, 2023, capitalized interest for development arrangements was $5,194.
As of June 30, 2024, the details of the land held for industrial development are as follows (in $000's, except acres):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Project (% owned) | | Market | | Approx. Developable Acres | | GAAP Investment Balance as of 6/30/2024 | | LXP Amount Funded as of 6/30/2024 (1) |
| | | | | | | | |
Reems & Olive (95.5%) | | Phoenix, AZ | | 315 | | $ | 79,338 | | | $ | 74,610 | |
Mt. Comfort Phase II (80%) | | Indianapolis, IN | | 116 | | 5,331 | | | 4,295 | |
ATL Fairburn JV (100%) | | Atlanta, GA | | 14 | | 1,732 | | | 1,757 | |
| | | | 445 | | $ | 86,401 | | | $ | 80,662 | |
(1) Excludes noncontrolling interests' share.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
(4)Dispositions and Impairment
During the six months ended June 30, 2024 and 2023, the Company disposed of its interests in various properties for a gross disposition price of $15,750 and $27,910, respectively, and recognized gains on sale of properties of $8,352 and $7,879, respectively.
The Company had one and two properties classified as held for sale at June 30, 2024 and December 31, 2023, respectively. Assets and liabilities of the held for sale properties at June 30, 2024 and December 31, 2023 consisted of the following:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Assets: | | | |
Real estate, at cost | $ | 26,758 | | | $ | 9,018 | |
Real estate, intangible assets | 3,536 | | | — | |
Accumulated depreciation and amortization | (14,452) | | | — | |
| | | |
Other | 131 | | | 150 | |
| $ | 15,973 | | | $ | 9,168 | |
| | | |
Liabilities: | | | |
Accounts payable and other liabilities | $ | 24 | | | $ | 5 | |
Deferred revenue | — | | | 53 | |
Prepaid rent | — | | | 359 | |
| $ | 24 | | | $ | 417 | |
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.
The Company did not incur any impairment charges on real estate during the six months ended June 30, 2024. The Company recognized aggregate impairment charges on real estate of $16,490 during the six months ended June 30, 2023, due to potential property sales.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
(5)Fair Value Measurements
The following tables present the Company's assets and liabilities measured at fair value on a recurring and non-recurring basis as of June 30, 2024 and December 31, 2023, aggregated by the level in the fair value hierarchy within which those measurements fall:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Balance | | Fair Value Measurements Using |
Description | | June 30, 2024 | | (Level 1) | | (Level 2) | | (Level 3) |
Interest rate swap assets | | $ | 6,128 | | | $ | — | | | $ | 6,128 | | | $ | — | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | Balance | | Fair Value Measurements Using |
Description | | December 31, 2023 | | (Level 1) | | (Level 2) | | (Level 3) |
Interest rate swap assets | | $ | 9,471 | | | $ | — | | | $ | 9,471 | | | $ | — | |
Impaired assets held for sale (1) | | $ | 9,170 | | | $ | — | | | $ | — | | | $ | 9,170 | |
| | | | | | | | |
(1) The Company estimated the fair value of certain real estate assets throughout the year based on a discounted cash flow analysis using a discount
rate of 10.0% and a residual capitalization rate of 8.0%. 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 June 30, 2024 and December 31, 2023, 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.
The table below sets forth the carrying amounts and estimated fair values of the Company's financial instruments, as of June 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
| Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Assets | | | | | | | |
| | | | | | | |
Investment in a sales-type lease, net | $ | 64,657 | | | $ | 72,280 | | | $ | 63,464 | | | $ | 62,500 | |
| | | | | | | |
Liabilities | | | | | | | |
Debt | $ | 1,571,017 | | | $ | 1,434,209 | | | $ | 1,770,827 | | | $ | 1,630,066 | |
The fair value of the Company's investment in a sales-type lease, net is primarily estimated utilizing Level 3 inputs by using a discounted cash flow analysis and an estimate of the unguaranteed residual value.
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.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
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.
(6)Investments in Non-Consolidated Entities
Below is a schedule of the Company's investments in non-consolidated entities:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Percentage Ownership at | | Investment Balance as of | | Equity in earnings (losses) of non-consolidated entities |
Investment | June 30, 2024 | | June 30, 2024 | | December 31, 2023 | | June 30, 2024 | June 30, 2023 |
NNN MFG Cold JV L.P. ("MFG Cold JV")(1) | 20% | | $ | 16,464 | | | $ | 19,693 | | | $ | (1,986) | | $ | (1,597) | |
NNN Office JV L.P. ("NNN JV")(2) | 20% | | 16,363 | | | 16,237 | | | (74) | | (263) | |
Etna Park 70, LLC(3) | 90% | | 9,685 | | | 10,320 | | | (134) | | (86) | |
Etna Park East LLC(4) | 90% | | 2,297 | | | 2,245 | | | (92) | | (72) | |
BSH Lessee L.P.(5) | 25% | | — | | | — | | | — | | 4,608 | |
Lombard Street Lots, LLC (6) | 44.1% | | 2,311 | | | — | | | — | | — | |
| | | $ | 47,120 | | | $ | 48,495 | | | $ | (2,286) | | $ | 2,590 | |
(1) MFG Cold JV is a joint venture formed in 2021 that owns special purpose industrial properties formerly owned by the Company.
(2) NNN JV is a joint venture formed in 2018 that owns office properties formerly owned by the Company. During the six months ended June 30, 2024, NNN JV sold one asset and the Company recognized its share of gains on sale and debt satisfaction costs of $283 and $3, respectively, within equity in earnings (losses) of non-consolidated entities within its unaudited condensed consolidated statements of operations.
(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.
(5) A joint venture investment which sold its sole single-tenant, net-leased asset in January 2023 and the Company recognized its share of the gain on sale of $4,791 within equity in earnings (losses) of non-consolidated entities within its unaudited condensed consolidated statements of operations.
(6) In June 2024, the Company determined it no longer controlled and ceased to consolidate the operations of Lombard Street Lots, LLC in its unaudited condensed consolidated financial statements, as a result of an amendment to the LLC agreement. The Company retained significant influence over Lombard Street Lots, LLC and accounted for its interest under the equity method of accounting. The Company recognized a gain on change in control of a subsidiary as a result of the deconsolidation of $209 and recorded its equity method investment in Lombard Street Lots, LLC at a fair value of $2,311. The total assets and liabilities deconsolidated were $4,608 and $4, respectively.
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 for the six months ended June 30, 2024 and 2023 were $2,062 and $2,208, respectively.
(7)Debt
The Company had the following mortgages and notes payable outstanding as of June 30, 2024 and December 31, 2023:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Mortgages and notes payable | $ | 58,225 | | | $ | 60,888 | |
Unamortized debt issuance costs | (674) | | | (764) | |
Mortgage notes payable, net | $ | 57,551 | | | $ | 60,124 | |
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
Interest rates, including imputed rates on mortgages and notes payable, ranged from 3.5% to 4.3%, at June 30, 2024 and December 31, 2023 and all mortgages and notes payable mature between 2028 and 2031 as of June 30, 2024. The weighted-average interest rate at June 30, 2024 and December 31, 2023 was approximately 4.0%, respectively.
The Company had the following senior notes outstanding as of June 30, 2024 and December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Issue Date | | June 30, 2024 | | December 31, 2023 | | Interest Rate | | Maturity Date | | Issue Price |
May 2014(1) | | $ | — | | | $ | 198,932 | | | 4.400 | % | | June 2024 | | 99.883 | % |
November 2023 | | 300,000 | | | 300,000 | | | 6.750 | % | | November 2028 | | 99.423 | % |
August 2020 | | 400,000 | | | 400,000 | | | 2.700 | % | | September 2030 | | 99.233 | % |
August 2021 | | 400,000 | | | 400,000 | | | 2.375 | % | | October 2031 | | 99.758 | % |
| | 1,100,000 | | | 1,298,932 | | | | | | | |
Unamortized debt discount | | (4,106) | | | (4,489) | | | | | | | |
Unamortized debt issuance costs | | (7,560) | | | (8,298) | | | | | | | |
Senior notes payable, net | | $ | 1,088,334 | | | $ | 1,286,145 | | | | | | | |
(1) The Company repaid the 4.40% Senior Notes due 2024 at maturity.
Each series of the senior notes is unsecured and require payment of 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 any potential make-whole premium.
The Company has an unsecured credit agreement with KeyBank National Association, as agent. The maturity dates and interest rates as of June 30, 2024, are as follows:
| | | | | | | | | | | |
| Maturity Date | | Interest Rate |
$600,000 Revolving Credit Facility(1) | July 2026 | | SOFR + 0.85% |
$300,000 Term Loan(2) | January 2027 | | Term SOFR + 1.00% |
(1) Maturity date of the revolving credit facility can be extended to July 2027, subject to certain conditions. The interest rate includes a 0.10% adjustment. The interest rate spread ranges from 0.725% to 1.400%, and the revolving credit facility allows for further reductions upon the achievement of to-be-determined sustainability metrics. At June 30, 2024, the Company had no borrowings outstanding and availability of $600,000, subject to covenant compliance.
(2) The Term SOFR portion of the interest rate was swapped to obtain a current fixed rate of 2.722% per annum, until January 31, 2025. The aggregate unamortized debt issuance costs for the term loan was $2,711 and $3,236 as of June 30, 2024 and December 31, 2023, respectively.
The Company was compliant with all applicable financial covenants contained in its corporate-level debt agreements at June 30, 2024.
During 2007, the Company issued $200,000 original principal amount of Trust Preferred Securities. The Trust Preferred Securities, which are classified as debt, are due in 2037, are open for redemption at the Company's option and bear interest at a variable rate of three-month SOFR plus a 0.26% adjustment plus a spread of 170 basis points through maturity. The interest rate at June 30, 2024 was 7.291%. As of June 30, 2024 and December 31, 2023, there was $129,120 original principal amount of Trust Preferred Securities outstanding and $1,277 and $1,326, respectively, of unamortized debt issuance costs.
The Company capitalized $2,687 and $5,436 of interest expense for the six months ended June 30, 2024 and 2023, respectively.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
(8) Derivatives and Hedging Activities
Risk Management Objective of Using Derivatives. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the type, amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to the Company's investments and borrowings.
Cash Flow Hedges of Interest Rate Risk. The Company's objectives in using interest rate derivatives are to add stability to interest expense, to manage its exposure to interest rate movements and therefore manage its cash outflows as it relates to the underlying debt instruments. To accomplish 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 the six months ended June 30, 2024 and 2023.
During July 2022, the Company transitioned its four interest rate swap agreements with its counterparties to a benchmark rate of Term SOFR. The swaps were designated as cash flow hedges of the risk in variability attributable to changes in the Term SOFR swap rates on its $300,000 SOFR-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 in January 2025. During the next 12 months, the Company estimates that an additional $6,128 will be reclassified as a decrease in interest expense if the swaps remain outstanding.
As of June 30, 2024, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
| | | | | | | | |
Interest Rate Derivative | Number of Instruments | Notional |
Interest Rate Swaps | 4 | $300,000 |
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the unaudited condensed consolidated balance sheets:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of June 30, 2024 | | As of December 31, 2023 |
Derivatives designated as hedging instruments: | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value |
Interest Rate Swaps | Other Assets | | $ | 6,128 | | | Other Assets | | $ | 9,471 | |
| | | | | | | |
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
The table below presents the effect of the Company's derivative financial instruments on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivatives in Cash Flow | | Amount of Gain Recognized in OCI on Derivatives June 30, | | Amount of (Income) Loss Reclassified from Accumulated OCI into Income(1) June 30, |
Hedging Relationships | | 2024 | | 2023 | | 2024 | | 2023 |
Interest Rate Swaps | | $ | 2,279 | | | $ | 3,668 | | | $ | (5,623) | | | $ | (4,719) | |
The Company's share of non-consolidated entity's interest rate cap | | 220 | | | 220 | | | (162) | | | (658) | |
Total | | $ | 2,499 | | | $ | 3,888 | | | $ | (5,785) | | | $ | (5,377) | |
(1) Amounts reclassified from accumulated other comprehensive income (loss) to interest expense within the unaudited condensed consolidated statements of operations.
Total interest expense presented in the unaudited condensed consolidated statements of operations, in which the effects of cash flow hedges are recorded was $34,587 and $21,537 for the six months ended June 30, 2024 and 2023, 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 June 30, 2024, the Company had not posted any collateral related to the agreements.
(9) Lease Accounting
Lessor
Operating Leases. 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 ASC 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 uncollectible, 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.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
The Company elected 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 unaudited condensed consolidated statements of operations. The primary non-lease service included within rental revenue is CAM services provided as part of the Company’s real estate leases. ASC 842 requires that the Company capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. For the six months ended June 30, 2024 and 2023, the Company did not incur any costs that were not incremental to the execution of leases.
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.
Sales-Type Leases. As of June 30, 2024, the Company had one lease that qualified as a sales-type lease.
The Company has one ground lease for a 100-acre industrial development land parcel located in the Phoenix, Arizona market that is classified as a sales-type lease. At the commencement date of the lease, the Company evaluated the lease classification and classified the lease as a sales-type lease. The lease contains a purchase option in the amount of $20.00 per land square foot starting on the second anniversary date of the lease (November 2024) and ending on the third anniversary date (November 2025). The Company determined that the purchase option was not reasonably certain of being exercised. The lease met the sales-type lease criteria because the present value of the lease payments was equal to substantially all of the fair value of the underlying asset on the lease commencement date.
Rental Revenue Classification. The following table presents the Company’s classification of rental revenue for its operating leases and sales-type lease for the three and six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
Classification | | 2024 | | 2023 | | 2024 | | 2023 |
Fixed | | $ | 69,748 | | | $ | 69,049 | | | $ | 139,760 | | | $ | 137,136 | |
Sales-type lease income | | 1,917 | | | 1,848 | | | 3,816 | | | 3,681 | |
Variable(1) | | 13,103 | | | 14,168 | | | 26,399 | | | 27,665 | |
Total | | $ | 84,768 | | | $ | 85,065 | | | $ | 169,975 | | | $ | 168,482 | |
(1) Primarily comprised of tenant reimbursements.
LXP INDUSTRIAL TRUST AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024 and 2023
(Unaudited and dollars in thousands, except share/unit and per share/unit data)
Future fixed rental receipts for operating and sales-type leases, assuming no new or re-negotiated leases as of June 30, 2024 were as follows:
| | | | | | | | |
| Operating | Sales-Type |
2024 - remainder | $ | 136,494 | | $ | 2,648 | |
2025 | 270,138 | | 5,473 | |
2026 | 255,230 | | 5,692 | |
2027 | 220,623 | | 5,920 | |
2028 | 186,951 | | 6,156 | |
2029 | 160,456 | | 6,403 | |
Thereafter | 447,527 | | 726,604 | |
Total | $ | 1,677,419 | | |