XML 103 R23.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' equity (Notes)
12 Months Ended
Dec. 31, 2019
Stockholders' Equity Note [Abstract]  
Stockholders' equity
Stockholders’ equity
Common equity transactions
    
During the year ended December 31, 2019, we issued 8.7 million shares of common stock and received net proceeds of $1.2 billion, as follows:

Issued an aggregate of 8.1 million shares of common stock, at a weighted-average price of $139.32 per share, for aggregate proceeds (net of underwriters’ discounts) of approximately $1.1 billion. During the year ended December 31, 2019, we incurred initial issuance costs aggregating $700 thousand in connection with these forward equity sales agreements.
Issued 602,484 shares of common stock under our ATM program, at a weighted-average price of $145.58 per share, for net proceeds of $86.1 million, during the three months ended June 30, 2019. As of December 31, 2019, we had approximately $22.5 million of gross proceeds available to be issued under our ATM program.
The proceeds were used to fund construction projects and to fund 2019 acquisitions completed prior to December 2019.

In January 2020, we entered into forward equity sales agreements to sell an aggregate of 6.9 million shares of our common stock (including the exercise of underwriters’ option) at a public offering price of $155.00 per share, before underwriting discounts. We expect to settle these forward equity sales agreements in 2020 and receive proceeds of approximately $1.0 billion, to be further adjusted as provided in the sales agreements, which will fund pending and recently completed acquisitions and the construction of our highly leased development projects.
7.00% Series D cumulative convertible preferred stock repurchases and conversion

As of December 31, 2019, we had no outstanding shares of our Series D Convertible Preferred Stock remaining. During the year ended December 31, 2019, we repurchased, in privately negotiated transactions, 275,000 outstanding shares of our Series D Convertible Preferred Stock at an aggregate price of $9.2 million, or $33.60 per share. We recognized a preferred stock redemption charge of $2.6 million during the year ended December 31, 2019, including the write-off of original issuance costs of approximately $215 thousand. Additionally, in September 2019, we elected to convert the remaining 2.3 million outstanding shares of our Series D Convertible Preferred Stock into shares of our common stock. The Series D Convertible Preferred Stock became eligible for mandatory conversion at our discretion, at a set conversion rate of 0.2513 shares of common stock to one share of preferred stock, upon our common stock price exceeding $149.46 per share for the specified period of time required to cause the mandatory conversion. In October 2019, we converted the Series D Convertible Preferred Stock into 578 thousand shares of common stock. This conversion was accounted for as an equity transaction, and we did not recognize a gain or loss.

As of December 31, 2018, we had 2.6 million shares of our Series D Convertible Preferred Stock issued and outstanding. During the year ended December 31, 2018, we repurchased, in privately negotiated transactions, 402,000 outstanding shares for an aggregate price of $14.0 million, or $34.77 per share. We recognized a preferred stock redemption charge of $4.2 million during the year ended December 31, 2018, including the write-off of original issuance costs of approximately $314 thousand.

As of December 31, 2017, we had 3.0 million shares of our Series D Convertible Preferred Stock issued and outstanding. During the year ended December 31, 2017, we repurchased, in privately negotiated transactions, 501,115 outstanding shares for an aggregate price of $17.9 million, or $35.79 per share. We recognized a preferred stock redemption charge of $5.8 million during the year ended December 31, 2017, including the write-off of original issuance costs of approximately $391 thousand.

During the years ended December 31, 2019, 2018, and 2017, we declared cash dividends on our Series D Convertible Preferred Stock aggregating $3.2 million, or $1.3125 per share, $5.1 million, or $1.75 per share, and $5.2 million, or $1.75 per share, respectively.

The dividends on our Series D Convertible Preferred Stock were cumulative and accrued from the date of original issuance. We paid dividends quarterly in arrears at an annual rate of $1.75 per share. Our Series D Convertible Preferred Stock had no stated maturity and was not subject to any sinking fund or mandatory redemption provisions. We were not allowed to redeem our Series D Convertible Preferred Stock, except to preserve our status as a REIT, but could at our option, cause some or all of our Series D Convertible Preferred Stock to be automatically converted if the closing sale price per share of our common stock equaled or exceeded 150% of the then-applicable conversion price of the Series D Convertible Preferred Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to our issuance of a press release announcing the exercise of our conversion option. Investors in our Series D Convertible Preferred Stock generally had no voting rights, and could at any time and from time to time, convert some or all of their outstanding shares initially at a conversion rate of 0.2477 shares of common stock per $25.00 liquidation preference, which was equivalent to an initial conversion price of approximately $100.93 per share of common stock. The conversion rate for the Series D Convertible Preferred Stock was subject to adjustments for certain events, including, but not limited to, certain dividends on our common stock in excess of $0.78 per share per quarter and dividends on our common stock payable in shares of our common stock.

6.45% Series E cumulative redeemable preferred stock redemption

In March 2017, we announced the redemption of our Series E Redeemable Preferred Stock and recognized a preferred stock redemption charge of $5.5 million related to the write-off of original issuance costs. On April 14, 2017, we completed the redemption of all 5.2 million outstanding shares of our Series E Redeemable Preferred Stock at a redemption price of $25.00 per share, or an aggregate of $130.0 million, plus accrued dividends, using funds primarily from the proceeds of our March 2017 common stock offering.
Accumulated other comprehensive income (loss)

The following table presents the changes in each component of accumulated other comprehensive income (loss) attributable to Alexandria Real Estate Equities, Inc.’s stockholders during the year ended December 31, 2019 (in thousands):
 
 
Net Unrealized Gains (Losses) on:
 
 
 
 
Interest Rate
Hedge Agreements
 
Foreign Currency Translation
 
Total
Balance as of December 31, 2018
 
$
1,838

 
$
(12,273
)
 
$
(10,435
)
 
 
 
 
 
 
 
Other comprehensive (loss) income before reclassifications
 
(1,763
)
 
2,524

 
761

Reclassification of amortization income to interest expense
 
(1,777
)
 

 
(1,777
)
Reclassification of losses in accumulated other comprehensive income to interest expense upon swap termination
 
1,702

 

 
1,702

Net other comprehensive (loss) income
 
(1,838
)
 
2,524

 
686

 
 
 
 
 
 
 
Balance as of December 31, 2019
 
$

 
$
(9,749
)
 
$
(9,749
)

Common stock, preferred stock, and excess stock authorizations

Our charter authorizes the issuance of 200.0 million shares of common stock, of which 120.8 million shares were issued and outstanding as of December 31, 2019. Our charter also authorizes the issuance of up to 100.0 million shares of preferred stock, none of which were issued and outstanding as of December 31, 2019. In addition, 200.0 million shares of “excess stock” (as defined in our charter) are authorized, none of which were issued and outstanding as of December 31, 2019.
Additional paid-in capital

During 2019, we sold partial interests in three of our properties at 75/125 Binney Street, 500 Forbes Boulevard, and 5200 Illumina Way. Upon completion of the partial interest sales of these properties aggregating 1.3 million RSF for an aggregate sales price of $864.2 million, we formed real estate joint ventures with our respective joint venture partners in each transaction. Since we retained controlling interests in all of the resulting joint ventures, we continued to consolidate these entities. Accordingly, we accounted for the difference between consideration in excess of book value received and the book value of the interests sold as equity financing transactions, and the amounts were recorded as adjustments to additional paid-in capital in 2019, with no gain or loss recognized in earnings. These transactions did not qualify as sales of real estate and did not result in purchase accounting adjustments to the carrying value. Accordingly, the carrying amounts of our partner’s share of assets and liabilities are reported at historical cost.