10-Q 1 a12-18635_110q.htm 10-Q

Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x                              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

 

OR

 

o                                 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 1-12993

 

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

95-4502084

(State or other jurisdiction of

 

(I.R.S. Employer Identification Number)

incorporation or organization)

 

 

 

385 East Colorado Boulevard, Suite 299, Pasadena, California 91101

(Address of principal executive offices) (Zip code)

 

(626) 578-0777

(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

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 x     No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x   No  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o   (Do not check if a smaller reporting company)

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No x

 

As of November 7, 2012, 63,688,102 shares of common stock, par value $.01 per share, were outstanding.

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

 

Page

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of September 30, 2012, and December 31, 2011

 

3

 

 

 

 

 

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2012 and 2011

 

4

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2011

 

5

 

 

 

 

 

Condensed Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests for the Nine Months Ended September 30, 2012

 

6

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011

 

7

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

9

 

 

 

 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

44

 

 

 

 

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

87

 

 

 

 

Item 4.

CONTROLS AND PROCEDURES

 

88

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 1A.

RISK FACTORS

 

88

 

 

 

 

Item 6.

EXHIBITS

 

90

 

 

 

 

SIGNATURES

 

91

 



Table of Contents

 

PART I FINANCIAL INFORMATION

 

Item 1.                           FINANCIAL STATEMENTS (UNAUDITED)

 

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Balance Sheets

(In thousands)
(Unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Investments in real estate, net

 

$

6,300,027

 

$

6,008,440

 

Cash and cash equivalents

 

94,904

 

78,539

 

Restricted cash

 

44,863

 

23,332

 

Tenant receivables

 

10,124

 

7,480

 

Deferred rent

 

160,914

 

142,097

 

Deferred leasing and financing costs, net

 

152,021

 

135,550

 

Investments

 

107,808

 

95,777

 

Other assets

 

94,356

 

82,914

 

Total assets

 

$

6,965,017

 

$

6,574,129

 

 

 

 

 

 

 

Liabilities, Noncontrolling Interests, and Equity

 

 

 

 

 

Secured notes payable

 

$

719,350

 

$

724,305

 

Unsecured senior notes payable

 

549,794

 

84,959

 

Unsecured senior line of credit

 

413,000

 

370,000

 

Unsecured senior bank term loans

 

1,350,000

 

1,600,000

 

Accounts payable, accrued expenses, and tenant security deposits

 

376,785

 

325,393

 

Dividends payable

 

39,468

 

36,579

 

Total liabilities

 

3,448,397

 

3,141,236

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Redeemable noncontrolling interests

 

15,610

 

16,034

 

 

 

 

 

 

 

Alexandria Real Estate Equities, Inc.’s stockholders’ equity:

 

 

 

 

 

Series C Preferred Stock

 

 

129,638

 

Series D Convertible Preferred Stock

 

250,000

 

250,000

 

Series E Preferred Stock

 

130,000

 

 

Common stock

 

632

 

616

 

Additional paid-in capital

 

3,094,987

 

3,028,558

 

Accumulated other comprehensive loss

 

(19,729

)

(34,511

)

Alexandria Real Estate Equities, Inc.’s stockholders’ equity

 

3,455,890

 

3,374,301

 

Noncontrolling interests

 

45,120

 

42,558

 

Total equity

 

3,501,010

 

3,416,859

 

Total liabilities, noncontrolling interests, and equity

 

$

6,965,017

 

$

6,574,129

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3



Table of Contents

 

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental

 

$

108,367

 

$

102,353

 

$

318,247

 

$

309,532

 

Tenant recoveries

 

34,448

 

33,226

 

99,006

 

95,270

 

Other income

 

2,640

 

2,475

 

14,650

 

4,178

 

Total revenues

 

145,455

 

138,054

 

431,903

 

408,980

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Rental operations

 

44,614

 

40,859

 

127,884

 

118,014

 

General and administrative

 

12,485

 

10,289

 

35,152

 

30,528

 

Interest

 

17,094

 

14,273

 

51,243

 

48,621

 

Depreciation and amortization

 

47,176

 

38,747

 

140,778

 

113,326

 

Total expenses

 

121,369

 

104,168

 

355,057

 

310,489

 

Income from continuing operations before loss on early extinguishment of debt

 

24,086

 

33,886

 

76,846

 

98,491

 

 

 

 

 

 

 

 

 

 

 

Loss on early extinguishment of debt

 

 

(2,742

)

(2,225

)

(6,485

)

Income from continuing operations

 

24,086

 

31,144

 

74,621

 

92,006

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations:

 

 

 

 

 

 

 

 

 

Income from discontinued operations before impairment of real estate

 

4,018

 

 

2,799

 

10,035

 

8,873

 

Impairment of real estate

 

(9,799

)

(994

)

(9,799

)

(994

)

(Loss) income from discontinued operations, net

 

(5,781

)

1,805

 

236

 

7,879

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of land parcel

 

 

46

 

1,864

 

46

 

Net income

 

18,305

 

32,995

 

76,721

 

99,931

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

828

 

966

 

2,390

 

2,833

 

Dividends on preferred stock

 

6,471

 

7,089

 

20,857

 

21,267

 

Preferred stock redemption charge

 

 

 

5,978

 

 

Net income attributable to unvested restricted stock awards

 

360

 

278

 

866

 

818

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

10,646

 

$

24,662

 

$

46,630

 

$

75,013

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic and diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.26

 

$

0.37

 

$

0.75

 

$

1.15

 

Discontinued operations, net

 

(0.09

)

0.03

 

 

0.14

 

Earnings per share – basic and diluted

 

$

0.17

 

$

0.40

 

$

0.75

 

$

1.29

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



Table of Contents

 

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

18,305

 

$

32,995

 

$

76,721

 

$

99,931

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Unrealized losses on marketable securities:

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during the period

 

796

 

(669

)

1,363

 

(657

)

Reclassification adjustment for gains included in net income

 

(1,421

)

(1,947

)

(2,107

)

(1,947

)

Unrealized losses on marketable securities, net

 

(625

)

(2,616

)

(744

)

(2,604

)

Unrealized gains on interest rate swaps:

 

 

 

 

 

 

 

 

 

Unrealized interest rate swap losses arising during the period

 

(2,818

)

(2,822

)

(9,982

)

(8,077

)

Reclassification adjustment for amortization of interest expense included in net income

 

5,956

 

5,381

 

17,626

 

16,121

 

Unrealized gains on interest rate swap agreements, net

 

3,138

 

2,559

 

7,644

 

8,044

 

Foreign currency translation gains (losses)

 

15,104

 

(25,814

)

7,871

 

(19,255

)

Total other comprehensive income (loss)

 

17,617

 

(25,871

)

14,771

 

(13,815

)

Comprehensive income

 

35,922

 

7,124

 

91,492

 

86,116

 

Less: comprehensive income attributable to noncontrolling interests

 

(805

)

(1,024

)

(2,379

)

(2,885

)

Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

35,117

 

$

6,100

 

$

89,113

 

$

83,231

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5



Table of Contents

 

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests

(Dollars in thousands)

(Unaudited)

 

 

 

Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Series C
Preferred
Stock

 

Series D
Convertible
Preferred
Stock

 

Series E
Preferred
Stock

 

Number of
Common
Shares

 

Common
Stock

 

Additional
Paid-
In Capital

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Loss

 

Noncontrolling
Interests

 

Total
Equity

 

Redeemable
Noncontrolling
Interests

 

Balance at December 31, 2011

 

$

129,638

 

$

250,000

 

$

 

61,560,472

 

$

616

 

$

3,028,558

 

$

 

$

(34,511

)

$

42,558

 

$

3,416,859

 

$

16,034

 

Net income

 

 

 

 

 

 

 

74,331

 

 

1,695

 

76,026

 

695

 

Unrealized loss on marketable securities

 

 

 

 

 

 

 

 

(744

)

 

(744

)

 

Unrealized gain on interest rate swap agreements

 

 

 

 

 

 

 

 

7,644

 

 

7,644

 

 

Foreign currency translation gain (loss)

 

 

 

 

 

 

 

 

7,882

 

11

 

7,893

 

(22

)

Contributions by noncontrolling interests

 

 

 

 

 

 

 

 

 

1,626

 

1,626

 

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

(770

)

(770

)

(943

)

Redemption of noncontrolling interests

 

 

 

 

 

 

4

 

 

 

 

4

 

(154

)

Issuance of common stock, net of offering costs

 

 

 

 

1,366,977

 

14

 

98,450

 

 

 

 

98,464

 

 

Issuance of Series E Preferred Stock, net of offering costs

 

 

 

130,000

 

 

 

(5,132

)

 

 

 

124,868

 

 

Issuances pursuant to stock plan

 

 

 

 

233,728

 

2

 

16,086

 

 

 

 

16,088

 

 

Redemption of Series C Preferred Stock

 

(129,638

)

 

 

 

 

5,978

 

(5,978

)

 

 

(129,638

)

 

Dividends declared on common stock

 

 

 

 

 

 

 

(96,103

)

 

 

(96,103

)

 

Dividends declared on preferred stock

 

 

 

 

 

 

 

(21,207

)

 

 

(21,207

)

 

Distributions in excess of earnings

 

 

 

 

 

 

(48,957

)

48,957

 

 

 

 

 

Balance at September 30, 2012

 

$

 

$

250,000

 

$

130,000

 

63,161,177

 

$

632

 

$

3,094,987

 

$

 

$

(19,729

)

$

45,120

 

$

3,501,010

 

$

15,610

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6



Table of Contents

 

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2012

 

2011

 

Operating Activities

 

 

 

 

 

Net income

 

$

76,721

 

$

99,931

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

143,933

 

117,060

 

Loss on early extinguishment of debt

 

2,225

 

6,485

 

Gain on sale of land parcel

 

(1,864

)

(46

)

Gain on sale of real estate

 

(1,564

)

 

Non-cash impairment of real estate

 

9,799

 

994

 

Amortization of loan fees and costs

 

7,327

 

6,749

 

Amortization of debt premiums/discounts

 

401

 

3,254

 

Amortization of acquired above and below market leases

 

(2,356

)

(8,520

)

Deferred rent

 

(19,216

)

(17,239

)

Stock compensation expense

 

10,412

 

8,449

 

Equity in loss related to investments

 

26

 

 

Gain on sales of investments

 

(12,316

)

(3,555

)

Loss on sales of investments

 

1,607

 

1,240

 

Changes in operating assets and liabilities:

 

 

 

 

 

Restricted cash

 

441

 

489

 

Tenant receivables

 

(2,637

)

(1,328

)

Deferred leasing costs

 

(23,597

)

(51,581

)

Other assets

 

(3,230

)

(8,735

)

Accounts payable, accrued expenses, and tenant security deposits

 

41,378

 

26,325

 

Net cash provided by operating activities

 

227,490

 

179,972

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

Proceeds from sale of property

 

36,179

 

17,339

 

Distributions from unconsolidated real estate entity related to sale of land parcel

 

22,250

 

 

Additions to properties

 

(406,066

)

(293,688

)

Purchase of properties

 

(42,171

)

(307,839

)

Change in restricted cash related to construction projects

 

(11,453

)

(2,891

)

Contributions to unconsolidated real estate entity

 

(5,042

)

(3,256

)

Additions to investments

 

(21,997

)

(19,663

)

Proceeds from investments

 

19,905

 

14,496

 

Net cash used in investing activities

 

(408,395

)

(595,502

)

 

7



Table of Contents

 

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(In thousands)

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2012

 

2011

 

Financing Activities

 

 

 

 

 

Borrowings from secured notes payable

 

$

2,874

 

$

 

Repayments of borrowings from secured notes payable

 

(8,125

)

(30,181

)

Proceeds from issuance of unsecured senior notes payable

 

544,649

 

 

Repurchase of unsecured senior convertible notes

 

(84,801

)

(221,439

)

Principal borrowings from unsecured senior line of credit and unsecured senior bank term loans

 

623,147

 

1,990,317

 

Repayments of borrowings from unsecured senior line of credit

 

(580,147

)

(1,174,317

)

Repayment of unsecured senior bank term loan

 

(250,000

)

(500,000

)

Redemption of Series C Preferred Stock

 

(129,638

)

 

Proceeds from issuance of Series E Preferred Stock

 

124,868

 

 

Proceeds from issuance of common stock

 

98,443

 

451,539

 

Change in restricted cash related to financings

 

(10,476

)

2,591

 

Deferred financing costs paid

 

(20,417

)

(20,268

)

Proceeds from exercise of stock options

 

155

 

1,165

 

Dividends paid on common stock

 

(92,743

)

(77,787

)

Dividends paid on preferred stock

 

(21,348

)

(21,268

)

Distributions to redeemable noncontrolling interests

 

(943

)

(939

)

Redemption of redeemable noncontrolling interests

 

(150

)

 

Contributions by noncontrolling interests

 

1,626

 

 

Distributions to noncontrolling interests

 

(770

)

(2,084

)

Net cash provided by financing activities

 

196,204

 

397,329

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

1,066

 

25

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

16,365

 

(18,176

)

Cash and cash equivalents at beginning of period

 

78,539

 

91,232

 

Cash and cash equivalents at end of period

 

$

94,904

 

$

73,056

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

Cash paid during the period for interest, net of interest capitalized

 

$

30,952

 

$

38,013

 

 

 

 

 

 

 

Non-Cash Investing Activities

 

 

 

 

 

Note receivable from sale of real estate

 

$

(6,125

)

$

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

8



Table of Contents

 

Alexandria Real Estate Equities, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

1.                 Background

 

As used in this quarterly report on Form 10-Q, references to the “Company,” “Alexandria,” “we,” “our,” and “us” refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.

 

Alexandria Real Estate Equities, Inc. (NYSE: ARE), a self-administered and self-managed real estate investment trust (“REIT”), is the largest and leading investment-grade REIT focused principally on owning, operating, developing, redeveloping, and acquiring high-quality, sustainable real estate for the broad and diverse life science industry.  Founded in 1994, Alexandria was the first REIT to identify and pursue the laboratory niche and has since had the first-mover advantage in the core life science cluster locations, including Greater Boston, San Francisco Bay, San Diego, New York City, Seattle, Suburban Washington, D.C., and Research Triangle Park. Alexandria’s high-credit client tenants span the life science industry, including renowned academic and medical institutions, multinational pharmaceutical companies, public and private biotechnology entities, United States government research agencies, medical device companies, industrial biotech companies, venture capital firms, and life science product and service companies. As the recognized real estate partner of the life science industry, Alexandria has a superior track record in driving client tenant productivity and innovation through its best-in-class laboratory and office space, collaborative locations adjacent to leading academic and medical institutions, unparalleled life science real estate expertise and services, and longstanding and expansive network in the life science community, which we believe result in higher occupancy levels, longer lease terms, higher rental income, higher returns, and greater long-term asset value. For additional information on Alexandria Real Estate Equities, Inc., please visit www.are.com.

 

2.                 Basis of presentation

 

We have prepared the accompanying interim condensed consolidated financial statements in accordance with United States generally accepted accounting principles (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”).  In our opinion, the interim condensed consolidated financial statements presented herein reflect all adjustments that are necessary to fairly present the interim condensed consolidated financial statements.  The results of operations for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2011.

 

The accompanying condensed consolidated financial statements include the accounts of Alexandria Real Estate Equities, Inc. and its subsidiaries.  All significant intercompany balances and transactions have been eliminated.

 

We hold interests, together with certain third parties, in companies that we consolidate in our financial statements.  We consolidate the companies because we exercise significant control over major decisions of these entities, such as investing activity and changes in financing.

 

Use of estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reporting period.  Actual results could materially differ from those estimates.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to the current period presentation.

 

9



Table of Contents

 

2.                 Basis of presentation (continued)

 

Investments in real estate, net, and discontinued operations

 

We recognize assets acquired (including the intangible value of above or below market leases, acquired in-place leases, client tenant relationships, and other intangible assets or liabilities), liabilities assumed, and any noncontrolling interest in an acquired entity at their fair value as of the acquisition date.  If there is a bargain fixed rate renewal option for the period beyond the non-cancelable lease term, we evaluate factors such as the business conditions in the industry in which the lessee operates, the economic conditions in the area in which the property is located, and the ability of the lessee to sublease the property during the renewal term, in order to determine the likelihood that the lessee will renew.  When we determine there is reasonable assurance such bargain purchase option will be exercised, we consider its impact in determining the intangible value of such lease and its related amortization period.  The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis.  The value of acquired in-place leases includes the estimated carrying costs during the hypothetical lease-up period and other costs that would have been incurred to execute similar leases, considering market conditions at the acquisition date of the acquired in-place lease.  We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.  Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property.  We also recognize the fair values of assets acquired, the liabilities assumed, and any noncontrolling interest in acquisitions of less than a 100% interest when the acquisition constitutes a change in control of the acquired entity.  Acquisition-related costs and restructuring costs are expensed as incurred.

 

The values allocated to land improvements, tenant improvements, equipment, buildings, and building improvements are depreciated on a straight-line basis using an estimated life of 20 years for land improvements, the respective lease term for tenant improvements, the estimated useful life for equipment, and the shorter of the term of the respective ground lease and up to 40 years for buildings and building improvements.  The values of acquired above and below market leases are amortized over the lives of the related leases and recorded as either an increase (for below market leases) or a decrease (for above market leases) to rental income.  The values of acquired in-place leases are included in other assets in the accompanying condensed consolidated balance sheets, and amortized over the remaining terms of the related leases.

 

We are required to capitalize direct construction and development costs, including predevelopment costs, interest, property taxes, insurance, and other costs directly related and essential to the acquisition, development, redevelopment, or construction of a project.  Capitalization of development, redevelopment, and construction costs is required while activities are ongoing to prepare an asset for its intended use.  Fluctuations in our development, redevelopment, and construction activities could result in significant changes to total expenses and net income.  Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred.  Should development, redevelopment, or construction activity cease, interest, property taxes, insurance, and certain other costs would no longer be eligible for capitalization and would be expensed as incurred. Expenditures for repairs and maintenance are expensed as incurred.

 

A property is classified as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (4) the sale of the property is probable and is expected to be completed within one year; (5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.  When all of these criteria have been met, the property is classified as “held for sale”; its operations, including any interest expense directly attributable to it, are classified as discontinued operations in our condensed consolidated statements of income; and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations.  Depreciation of assets ceases upon designation of a property as “held for sale.”

 

Long-lived assets to be held and used, including our rental properties, land held for future development, construction in progress, and intangibles, are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable.  The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Impairment indicators for long-lived assets to be held and used, including our rental properties, land held for future development, and construction in progress, are assessed by project and include, but are not limited to, significant fluctuations in estimated net operating income, occupancy changes, construction costs, estimated completion dates, rental rates, and other market factors.  We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, construction costs, available market information, historical operating results, known trends, market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration.  Upon

 

10



Table of Contents

 

2.                                      Basis of presentation (continued)

 

determination that an impairment has occurred, a write-down is recorded to reduce the carrying amount to its estimated fair value.  If an impairment loss is not required to be recorded, the recognition of depreciation is adjusted prospectively, as necessary, to reduce the carrying amount of the real estate to its estimated disposition value over the remaining period that the real estate is expected to be held and used.  We may adjust depreciation of properties that are expected to be disposed of or redeveloped prior to the end of their useful lives.

 

We use a “held for sale” impairment model for our properties classified as “held for sale.”  The “held for sale” impairment model is different from the held and used impairment model.  Under the “held for sale” impairment model, an impairment loss is recognized if the carrying amount of the long-lived asset classified as “held for sale” exceeds its fair value less cost to sell.

 

Investments

 

We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry.  All of our investments in actively traded public companies are considered “available for sale” and are recorded at fair value.  Fair value has been determined based upon the closing price as of each balance sheet date, with unrealized gains and losses shown as a separate component of comprehensive income.  The classification of each investment is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date.  The cost of each investment sold is determined by the specific identification method, with net realized gains or losses included in other income.  Investments in privately held entities are generally accounted for under the cost method when our interest in the entity is so minor that we have virtually no influence over the entity’s operating and financial policies.  Additionally, we limit our ownership percentage in the voting stock of each individual entity to less than 10%.  As of September 30, 2012, and December 31, 2011, our ownership percentage in the voting stock of each individual entity was less than 10%.

 

Individual investments are evaluated for impairment when changes in conditions may indicate an impairment exists.  The factors that we consider in making these assessments include, but are not limited to, market prices, market conditions, available financing, prospects for favorable or unfavorable clinical trial results, new product initiatives, and new collaborative agreements.  If there are no identified events or changes in circumstances that would have an adverse effect on our cost method investments, we do not estimate the investment’s fair value.  For all of our investments, if a decline in the fair value of an investment below the carrying value is determined to be other than temporary, such investment is written down to its estimated fair value with a non-cash charge to current earnings.  For a description of the methodology we use to determine the fair value of privately held entities, refer to Note 7, Fair Value of Financial Instruments.

 

Income taxes

 

We are organized and qualify as a REIT pursuant to the Internal Revenue Code of 1986, as amended (the “Code”).  Under the Code, a REIT that distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and that meets certain other conditions is not subject to federal income taxes, but is subject to certain state and local taxes.  We generally distribute 100% or more of our taxable income.  Therefore, no provision for federal income taxes is required.  We file tax returns, including returns for our subsidiaries, with federal, state, and local jurisdictions, including jurisdictions located in the United States, Canada, India, China, and other international locations.  Our tax returns are subject to examination in various jurisdictions for the calendar years 2007 through 2011.

 

We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of all relevant information.  The measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information.  As of September 30, 2012, there were no unrecognized tax benefits.  We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

 

Interest expense and penalties, if any, would be recognized in the first period the interest or penalty would begin accruing, according to the provisions of the relevant tax law at the applicable statutory rate of interest.  We did not incur any tax-related interest expense or penalties for the three and nine months ended September 30, 2012 and 2011.

 

11



Table of Contents

 

2.                 Basis of presentation (continued)

 

Interest income

 

Interest income was approximately $1.0 million and $0.2 million during the three months ended September 30, 2012 and 2011, respectively.  Interest income was approximately $2.5 million and $0.3 million during the nine months ended September 30, 2012 and 2011, respectively.  Interest income is classified in other income in the accompanying condensed consolidated statements of income.

 

Recognition of rental income and tenant recoveries

 

Rental income from leases with scheduled rent increases, free rent, incentives, and other rent adjustments is recognized on a straight-line basis over the respective lease terms. We include amounts currently recognized as income, and expected to be received in later years, as an asset in deferred rent in the accompanying condensed consolidated balance sheets. Amounts received currently, but recognized as income in future years, are included in accounts payable, accrued expenses, and tenant security deposits in the accompanying condensed consolidated balance sheets. We commence recognition of rental income at the date the property is ready for its intended use and the client tenant takes possession of or controls the physical use of the property.

 

Tenant recoveries related to reimbursement of real estate taxes, insurance, utilities, repairs and maintenance, and other operating expenses are recognized as revenue in the period in which the applicable expenses are incurred.

 

We maintain an allowance for estimated losses that may result from the inability of our client tenants to make payments required under the terms of the lease and for tenant recoveries due. If a client tenant fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the amount of unpaid rent and unrealized deferred rent.  As of September 30, 2012, and December 31, 2011, we had no allowance for estimated losses.

 

As of September 30, 2012, approximately 94% of our leases (on a rentable square footage basis) were triple net leases, requiring client tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.  Approximately 96% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed or based on a consumer price index or another index.  Additionally, approximately 91% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures.

 

Impact of recently issued accounting standards

 

In May 2011, the FASB issued an Accounting Standards Update (“ASU”) to substantially converge the guidance in GAAP and International Financial Reporting Standards (“IFRS”) on fair value measurements and disclosures.  The ASU changes several aspects of the fair value measurement guidance in FASB Accounting Standards Codification 820, Fair Value Measurement, including (1) the application of the concepts of highest and best use and valuation premise; (2) the introduction of an option to measure groups of offsetting assets and liabilities on a net basis; (3) the incorporation of certain premiums and discounts in fair value measurements; and (4) the measurement of the fair value of certain instruments classified in stockholders’ equity.  In addition, the ASU includes several new fair value disclosure requirements, such as information about valuation techniques and significant unobservable inputs used in fair value measurements and a narrative description of the fair value measurements’ sensitivity to changes in significant unobservable inputs.  The ASU is effective for public companies during the interim and annual periods, beginning after December 15, 2011.  We adopted the ASU as of January 1, 2012. The adoption of the ASU did not impact our condensed consolidated financial statements or related disclosures.

 

In June 2011, the FASB issued an ASU to make presentation of items within other comprehensive income (“OCI”) more prominent.  Entities are required to present items of net income, items of OCI, and total comprehensive income either in a single continuous statement or in two separate but consecutive statements.  There no longer exists the option to present OCI in the statement of changes in stockholders’ equity.  In December 2011, the FASB decided to defer the requirement that companies present reclassification adjustments for each component of accumulated other comprehensive income (“AOCI”) in both net income and OCI on the face of the financial statements.  Reclassifications out of AOCI will be either presented on the face of the financial statement in which OCI is presented or disclosed in the notes to the financial statements.  This deferral does not change the requirement to present items of net income, items of OCI, and total comprehensive income in either one continuous statement or two separate consecutive statements.  The ASU is effective for public companies during the interim and annual periods, beginning after December 15, 2011.  We adopted this guidance as of January 1, 2012, and have presented the condensed consolidated statements of comprehensive income separately from the condensed consolidated statements of income.

 

12



Table of Contents

 

3.              Investments in real estate

 

Our investments in real estate, net, consisted of the following as of September 30, 2012, and December 31, 2011 (in thousands):

 

 

 

September 30, 2012

 

December 31, 2011

 

 

 

Book Value

 

Book Value

 

Land (related to rental properties)

 

$

506,823

 

$

510,630

 

Buildings and building improvements

 

4,682,998

 

4,417,093

 

Other improvements

 

184,301

 

185,036

 

Rental properties

 

5,374,122

 

5,112,759

 

Less: accumulated depreciation

 

(854,332

)

(742,535

)

Rental properties, net

 

4,519,790

 

4,370,224

 

 

 

 

 

 

 

Construction in progress (“CIP”)/current value-added projects:

 

 

 

 

 

Active development in North America

 

304,619

 

198,644

 

Active redevelopment in North America

 

277,506

 

281,555

 

Generic infrastructure/building improvement projects in North America

 

72,739

 

92,338

 

Active development and redevelopment in Asia

 

95,301

 

106,775

 

 

 

750,165

 

679,312

 

 

 

 

 

 

 

Subtotal

 

5,269,955

 

5,049,536

 

 

 

 

 

 

 

Land/future value-added projects:

 

 

 

 

 

Land held for future development in North America

 

326,932

 

305,981

 

Land undergoing preconstruction activities (additional CIP) in North America

 

597,631

 

574,884

 

Land held for future development/land undergoing preconstruction activities (additional CIP) in Asia

 

78,511

 

35,697

 

 

 

1,003,074

 

916,562

 

 

 

 

 

 

 

Investment in unconsolidated real estate entity

 

26,998

 

42,342

 

Investments in real estate, net

 

$

6,300,027

 

$

6,008,440

 

 

Land held for future development represents real estate we plan to develop in the future but on which, as of each period presented, no construction or preconstruction activities were ongoing.  As a result, interest, property taxes, insurance, and other costs are expensed as incurred.  As of September 30, 2012, and December 31, 2011, we held land in North America supporting an aggregate of 5.5 million and 4.8 million rentable square feet of future ground-up development, respectively.  Additionally, as of September 30, 2012, and December 31, 2011, we held land undergoing preconstruction activities in North America totaling 2.4 million and 2.7 million rentable square feet, respectively.  Land undergoing preconstruction activities (consisting of Building Information Modeling [BIM or 3-D virtual modeling], design development and construction drawings, sustainability and energy optimization review, budgeting, planning for future site and infrastructure work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements) that are also classified as construction in progress.  Our objective with preconstruction is to reduce the time it takes to deliver projects to prospective client tenants.  Project costs are capitalized as a cost of the project during periods when activities necessary to prepare an asset for its intended use are in progress.  We generally will not commence ground-up development of any parcels undergoing preconstruction activities without first securing pre-leasing for such space.  If vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development.  The two largest projects included in land undergoing preconstruction consist of our 1.6 million developable square feet at Alexandria Center™ at Kendall Square in East Cambridge, Massachusetts, and our 419,806 developable square feet site for the West Tower of the Alexandria Center™ for Life Science – New York City.

 

13



Table of Contents

 

3.               Investments in real estate (continued)

 

Real estate asset sales

 

The following table summarizes our real estate asset disposition activities for the nine months ended September 30, 2012 (dollars in thousands, except per square foot amounts):

 

 

 

 

 

 

 

Rentable/

 

Sales

 

 

 

 

 

 

 

 

 

Date

 

Developable

 

Price

 

Sales

 

Gain

 

Description

 

Location

 

of Sale

 

Square Feet

 

per SF

 

Price (1)

 

on Sale

 

Land parcels and assets with a previous operating component:

 

 

 

 

 

 

 

 

 

 

 

 

 

1201/1209 Mercer Street (2)

 

Seattle

 

September 2012

 

76,029

 

$

73

 

$

5,570

 

$

54

 

801 Dexter Avenue North (2)

 

Seattle

 

August 2012

 

120,000

 

$

72

 

8,600

 

$

55

 

Land parcel

 

Greater Boston

 

March 2012

 

(3)

 

$

275

 

31,360

 

$

1,864

 

Sale of land parcels and assets with a previous operating component

 

 

 

 

 

 

 

 

 

45,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income-producing properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

200 Lawrence Drive/210 Welsh Pool Road

 

Pennsylvania

 

July 2012

 

210,866

 

$

94

 

19,750

 (4)

$

103

 

155 Fortune Boulevard (5)

 

Route 495/Worcester

 

July 2012

 

36,000

 

$

222

 

8,000

 

$

1,350

 

5110 Campus Drive (5)

 

Pennsylvania

 

May 2012

 

21,000

 

$

86

 

1,800

 

$

2

 

Sales of income-producing properties

 

 

 

 

 

 

 

 

 

29,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

$

75,080

 

 

 

 

(1)         Represents contractual sales price for assets sold or contractual/estimated sale price for sales in process.

(2)         Properties sold to residential developers.

(3)         In March 2012, we sold one-half of our 55% interest in a land parcel supporting a project with 414,000 rentable square feet for approximately $31.4 million, or approximately $275 per rentable square foot.

(4)         Sales price reflects the near-term lease expiration of a client tenant occupying 38,513 rentable square feet, or 18% of the total rentable square feet, on the date of sale.  In connection with the sale, we received an interest-only secured note receivable for $6.1 million due in 2018.

(5)         Properties were sold to client tenants.

 

Impairment of real estate assets held for sale

 

In September 2012, four properties aggregating 504,130 rentable square feet met the classification requirements for held for sale.  During the three months ended September 30, 2012, we recorded impairment charges aggregating approximately $9.8 million to reduce the aggregate carrying value of the properties to the estimated sales price less costs to sell. We used the preliminary sales price estimates based on offers from prospective buyers as a significant observable input (level 2) within the valuation hierarchy to determine the estimated fair value of these assets.

 

14



Table of Contents

 

3.                                      Investments in real estate (continued)

 

Sale of land parcel

 

In March 2012, we contributed our 55% ownership interest in a land parcel supporting a future building with 414,000 rentable square feet in the Longwood Medical Area of the Greater Boston market to a newly formed joint venture (the “Restated JV”) with National Development and Charles River Realty Investors, and admitted as a 50% member Clarion Partners, LLC, resulting in a reduction of our ownership interest from 55% to 27.5%.  The transfer of one-half of our 55% ownership interest in this real estate venture to Clarion Partners, LLC, was accounted for as an in-substance partial sale of an interest in the underlying real estate.  In connection with the sale of one-half of our 55% ownership interest in the land parcel, we received a special distribution of approximately $22.3 million, which included the recognition of a $1.9 million gain on sale of land and approximately $5.4 million from our share of loan refinancing proceeds.  The land parcel we sold in March 2012 did not meet the criteria for discontinued operations since the parcel did not have any significant operations prior to disposition. Pursuant to the presentation and disclosure literature on gains/losses on sales or disposals by REITs required by the Securities and Exchange Commission (“SEC”), gains or losses on sales or disposals by a REIT that do not qualify as discontinued operations are classified below (loss) income from discontinued operations in the income statement.  Accordingly, we classified the $1.9 million gain on sale of land below (loss) income from discontinued operations, net, in the condensed consolidated statements of income.  Our 27.5% share of the land was sold at approximately $31 million (including closing costs), or approximately $275 per rentable square foot.  Upon formation of the Restated JV, the existing $38.4 million secured loan was refinanced with a seven-year (including two one-year extension options) non-recourse $213 million secured construction loan with initial loan proceeds of $50 million.  As of September 30, 2012, the outstanding balance on the construction loan was $56.4 million.  We do not expect our share of capital contributions through the completion of the project to exceed the approximate $22.3 million in net proceeds received in this transaction.  Construction of this $350 million project commenced in April 2012.  The initial occupancy date for this project is expected to be in the fourth quarter of 2014.  The project is 37% pre-leased to Dana-Farber Cancer Institute, Inc.  In addition, Dana-Farber Cancer Institute, Inc. has an option to lease an additional two floors approximating 99,000 rentable square feet, or 24% of the total rentable square feet of the project.  In addition to our economic share of the joint venture, we also expect to earn development and other fees of approximately $3.5 million through 2015, and recurring annual property management fees thereafter, from this project.

 

We do not qualify as the primary beneficiary of the Restated JV since we do not have the power to direct the activities of the entity that most significantly impacts its economic performance.  The decisions that most significantly impact the entity’s economic performance require both our consent and that of our partners for all major operating, investing, and financing decisions, as well as decisions involving major expenditures.  As of September 30, 2012, and December 31, 2011, our investment in the unconsolidated real estate entity of approximately $27.0 million and $42.3 million, respectively, was classified as an investment in real estate in the accompanying condensed consolidated balance sheets.

 

Our investment in the unconsolidated real estate entity is adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss.  Distributions, profits, and losses related to this entity are allocated in accordance with the operating agreement.  When circumstances indicate that there may have been a reduction in value of an equity investment, we evaluate the equity investment and any advances made for impairment by estimating our ability to recover our investment from future expected cash flows.  If we determine the loss in value is other than temporary, we recognize an impairment charge to reflect the equity investment and any advances made at fair value.

 

15



Table of Contents

 

4.               Investments

 

We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry.  Investments in “available for sale” securities with gross unrealized losses as of September 30, 2012, had been in a continuous unrealized loss position for less than 12 months.  We have the ability and intent to hold these investments for a reasonable period of time sufficient for the recovery of our investment.  We believe that these unrealized losses are temporary, and accordingly we have not recognized an other-than-temporary impairment related to “available for sale” securities as of September 30, 2012.  As of September 30, 2012, and December 31, 2011, there were no unrealized losses in our investments in privately held entities.

 

The following table summarizes our investments in securities (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

Available-for-sale securities, cost basis

 

$

3,472

 

$

2,401

 

Gross unrealized gains

 

3,189

 

4,206

 

Gross unrealized losses

 

(98

)

(372

)

Available-for-sale securities, at fair value

 

6,563

 

6,235

 

Investments accounted for under cost method

 

101,239

 

89,510

 

Investments accounted for under equity method

 

6

 

32

 

Total investments

 

$

107,808

 

$

95,777

 

 

5.                 Secured and unsecured senior debt

 

The following table summarizes our secured and unsecured senior debt and their respective principal maturities, as of September 30, 2012 (in thousands):

 

 

 

Fixed Rate/Hedged
Variable Rate

 

Unhedged
Variable Rate

 

Total
Consolidated

 

Percentage of
Total

 

Weighted Average
Interest Rate at
End of Period (1)

 

Weighted Average
Remaining Term
(Years)

 

Secured notes payable (2)

 

$

640,815

 

$

78,535

 

$

719,350

 

23.7

%

 

5.76

%

 

3.2

 

Unsecured senior notes payable (2)

 

549,794

 

 

549,794

 

18.1

 

 

4.61

 

 

9.5

 

Unsecured senior line of credit (3)

 

50,000

 

363,000

 

413,000

 

13.6

 

 

1.46

 

 

4.6

 

2016 Unsecured Senior Bank Term Loan (4)

750,000

 

 

750,000

 

24.8

 

 

3.12

 

 

3.8

 

2017 Unsecured Senior Bank Term Loan (5)

600,000

 

 

600,000

 

19.8

 

 

3.84

 

 

4.3

 

Total debt

 

$

2,590,609

 

$

441,535

 

$

3,032,144

 

100.0

%

 

3.93

%

 

4.9

 

Percentage of total debt

 

85%

 

15%

 

100%

 

 

 

 

 

 

 

 

 

 

(1)             Represents the contractual interest rate as of the end of the period plus the impact of debt premiums/discounts and our interest rate hedge agreements.  The weighted average interest rate excludes bank fees and amortization of loan fees.

(2)             Represents amounts net of unamortized premiums/discounts.

(3)             Total commitments available for borrowing aggregate $1.5 billion under our unsecured senior line of credit.  As of September 30, 2012, we had approximately $1.1 billion available for borrowings under our unsecured senior line of credit.  Weighted average remaining term assumes we exercise our sole option to extend the stated maturity date of April 30, 2016, by six months, twice, to April 30, 2017.

(4)             Assumes we exercise our sole option to extend the stated maturity date of June 30, 2015, by one year, to June 30, 2016.

(5)             Assumes we exercise our sole option to extend the stated maturity date of January 31, 2016, by one year, to January 31, 2017.

 

16



Table of Contents

 

5.      Secured and unsecured senior debt (continued)

 

The following table summarizes fixed rate/hedged variable and unhedged variable rate debt and their respective principal maturities, as of September 30, 2012 (in thousands):

 

Debt

 

Stated Rate

 

Effective
Interest
Rate (1)

 

Maturity
Date

 

2012

 

2013

 

2014

 

2015

 

2016

 

Thereafter

 

Total

 

Secured notes payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Diego

 

6.21

%

 

6.21

%

 

3/1/13

 

$

78

 

$

7,934

 

$

 

$

 

$

 

$

 

$

8,012

 

Suburban Washington, D.C.

 

6.36

 

 

6.36

 

 

9/1/13

 

135

 

26,093

 

 

 

 

 

26,228

 

San Francisco Bay

 

6.14

 

 

6.14

 

 

11/16/13

 

 

7,527

 

 

 

 

 

7,527

 

Greater Boston

 

5.26

 

 

5.59

 

 

4/1/14

 

929

 

3,839

 

208,683

 

 

 

 

213,451

 

Suburban Washington, D.C.

 

2.33

 

 

2.33

 

 

4/20/14

 

 

 

76,000

 

 

 

 

76,000

 

San Diego

 

6.05

 

 

4.88

 

 

7/1/14

 

22

 

142

 

6,458

 

 

 

 

6,622

 

San Diego

 

5.39

 

 

4.00

 

 

11/1/14

 

29

 

177

 

7,495

 

 

 

 

7,701

 

Seattle

 

6.00

 (2)

 

6.00

 

 

11/18/14

 

60

 

240

 

240

 

 

 

 

540

 

Suburban Washington, D.C.

 

5.64

 

 

4.50

 

 

6/1/15

 

21

 

130

 

138

 

5,788

 

 

 

6,077

 

San Francisco Bay

 

LIBOR+1.50

 

1.74

 

 

7/1/15

 (3)

 

 

 

1,995

 

 

 

1,995

 

Greater Boston, San Francisco Bay, and San Diego

 

5.73

 

 

5.73

 

 

1/1/16

 

393

 

1,616

 

1,713

 

1,816

 

75,501

 

 

81,039

 

Greater Boston, San Diego, and Greater NYC

 

5.82

 

 

5.82

 

 

4/1/16

 

208

 

878

 

931

 

988

 

29,389

 

 

32,394

 

San Francisco Bay

 

6.35

 

 

6.35

 

 

8/1/16

 

542

 

2,332

 

2,487

 

2,652

 

126,715

 

 

134,728

 

San Diego, Suburban Washington, D.C., and Seattle

 

7.75

 

 

7.75

 

 

4/1/20

 

320

 

1,345

 

1,453

 

1,570

 

1,696

 

110,301

 

116,685

 

San Francisco Bay

 

6.50

 

 

6.50

 

 

6/1/37

 

4

 

16

 

17

 

17

 

19

 

801

 

874

 

Average/Total

 

5.70

%

 

5.76

 

 

 

 

2,741

 

52,269

 

305,615

 

14,826

 

233,320

 

111,102

 

719,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1.5 billion unsecured senior line of credit

 

LIBOR+1.20%(4)

 

1.46

 

 

4/30/17

 (5)

 

 

 

 

 

413,000

 

413,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016 Unsecured Senior Bank Term Loan

 

LIBOR+1.75%

 

3.12

 

 

6/30/16

 (6)

 

 

 

 

750,000

 

 

750,000

 

2017 Unsecured Senior Bank Term Loan

 

LIBOR+1.50%

 

3.84

 

 

1/31/17

 (7)

 

 

 

 

 

600,000

 

600,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured senior notes payable (8)

 

4.60

%

 

4.61

 

 

4/1/22

 

 

 

250

 

 

 

550,000

 

550,250

 

Average/Subtotal

 

 

 

3.93

 

 

 

 

2,741

 

52,269

 

305,865

 

14,826

 

983,320

 

1,674,102

 

3,033,123

 

Unamortized discounts

 

 

 

 

 

 

 

(112

)

(464

)

(78

)

(12

)

(44

)

(269

)

(979

)

Average/Total

 

 

 

3.93

%

 

 

 

$

2,629

 

$

51,805

 

$

305,787

 

$

14,814

 

$

983,276

 

$

1,673,833

 

$

3,032,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balloon payments

 

 

 

 

 

 

 

 

$

 

$

41,165

 

$

297,330

 

$

7,723

 

$

980,029

 

$

1,666,791

 

$

2,993,038

 

Principal amortization

 

 

 

 

 

 

 

 

2,629

 

10,640

 

8,457

 

7,091

 

3,247

 

7,042

 

39,106

 

Total consolidated debt

 

 

 

 

 

 

 

 

$

2,629

 

$

51,805

 

$

305,787

 

$

14,814

 

$

983,276

 

$

1,673,833

 

$

3,032,144

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate/hedged variable rate debt

 

 

 

 

 

 

 

 

$

2,569

 

$

51,565

 

$

229,547

 

$

12,819

 

$

983,276

 

$

1,310,833

 

$

2,590,609

 

Unhedged variable rate debt

 

 

 

 

 

 

 

 

60

 

240

 

76,240

 

1,995

 

 

363,000

 

441,535

 

Total consolidated debt

 

 

 

 

 

 

 

 

$

2,629

 

$

51,805

 

$

305,787

 

$

14,814

 

$

983,276

 

$

1,673,833

 

$

3,032,144

 

 

 

(1)

Represents the contractual interest rate as of the end of the period plus the impact of debt premiums/discounts and our interest rate hedge agreements. The weighted average interest rate excludes bank fees and amortization of loan fees.

(2)

Represents a loan assumed with the acquisition of a property. The interest rate is based upon 10 year U.S. treasury bills plus 3%, with a floor of 6% and a ceiling of 8.5%.

(3)

We have an option to extend the stated maturity date of July 1, 2015, by one year, twice, to July 1, 2017.

(4)

In addition to the stated rate, we are subject to an annual facility fee of 0.25%.

(5)

Assumes we exercise our sole option to extend the stated maturity date of April 30, 2016, by six months, twice, to April 30, 2017.

(6)

Assumes we exercise our sole option to extend the stated maturity date of June 30, 2015, by one year, to June 30, 2016.

(7)

Assumes we exercise our sole option to extend the stated maturity date of January 31, 2016, by one year, to January 31, 2017.

(8)

Includes $550 million of our 4.60% unsecured senior notes payable due in April 2022, and $250,000 of our 8.00% unsecured senior convertible notes payable with a maturity date of April 15, 2014.

 

In June 2012, we closed a secured construction loan with aggregate commitments of $55.0 million.  The construction loan matures in July 2015, and we have an option to extend the stated maturity date of July 1, 2015, by one year, twice, to July 1, 2017.  The construction loan will be used to fund the majority of the cost to complete the development of a 100% pre-leased life science laboratory building with 170,618 rentable square feet at 259 East Grand Avenue in the San Francisco Bay market.  The construction loan bears interest at the London Interbank Offered Rate (“LIBOR”) or the base rate specified in the construction loan agreement, defined as the higher of either the prime rate being offered by our lender or the federal funds rate in effect on the day of borrowing (“Base Rate”), plus in either case a specified margin of 1.50% for LIBOR borrowings or 0.25% for Base Rate borrowings.  As of September 30, 2012, commitments of $53.0 million were available.

 

17



Table of Contents

 

5.             Secured and unsecured senior debt (continued)

 

4.60% Unsecured senior notes payable

 

In February 2012, we completed a $550 million public offering of our unsecured senior notes payable at a stated interest rate of 4.60%.  The unsecured senior notes payable were priced at 99.915% of the principal amount with a yield to maturity of 4.61% and are due April 1, 2022.  The unsecured senior notes payable are unsecured obligations of the Company and are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P., a 100% owned subsidiary of the Company.  The unsecured senior notes payable rank equally in right of payment with all other senior unsecured indebtedness.  However, the unsecured senior notes payable are effectively subordinated to existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Company’s subsidiaries, other than Alexandria Real Estate Equities, L.P.  We used the net proceeds of this offering to prepay the outstanding principal balance of $250.0 million on our unsecured senior bank term loan (“2012 Unsecured Senior Bank Term Loan”) and to reduce the outstanding borrowings on our unsecured senior line of credit.

 

The requirements of the key financial covenants under our unsecured senior notes payable as of September 30, 2012, are as follows:

 

Covenant Ratios (1)

 

Requirement

 

Total Debt to Total Assets

 

Less than or equal to 60%

 

Consolidated EBITDA to Interest Expense

 

Greater than or equal to 1.5x

 

Unencumbered Total Asset Value to Unsecured Debt

 

Greater than or equal to 150%

 

Secured Debt to Total Assets

 

Less than or equal to 40%

 

 

(1)

For a definition of the ratios used in the table above, refer to the Indenture dated February 29, 2012, which governs the unsecured senior notes payable, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 29, 2012.

 

In addition, the terms of the Indenture, among other things, limit the ability of the Company, Alexandria Real Estate Equities, L.P., and the Company’s other subsidiaries to (1) consummate a merger, or consolidate or sell all or substantially all of the Company’s assets, and (2) incur certain secured or unsecured indebtedness.

 

Unsecured senior line of credit and unsecured senior bank term loans

 

In April 2012, we amended our $1.5 billion unsecured senior line of credit, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., and Citigroup Global Markets Inc. as joint lead arrangers, and certain lenders, to extend the maturity date of our unsecured senior line of credit, provide an accordion option for up to an additional $500 million, and reduce the interest rate for outstanding borrowings. The maturity date of the unsecured senior line of credit was extended to April 2017, assuming we exercise our sole right to extend the maturity date twice by an additional six months after each exercise. Borrowings under the unsecured senior line of credit bear interest at LIBOR or the base rate specified in the amended unsecured senior line of credit and unsecured senior bank term loan agreements, plus in either case a specified margin (the “Applicable Margin”). The Applicable Margin for LIBOR borrowings under the unsecured senior line of credit was set at 1.20%, down from 2.40% in effect immediately prior to the modification. In addition to the Applicable Margin, our unsecured senior line of credit is subject to an annual facility fee of 0.25%.  In connection with the modification of our unsecured senior line of credit in April 2012, we recognized a loss on early extinguishment of debt of approximately $1.6 million related to the write-off of a portion of unamortized loan fees.

 

In April 2012, we amended our 2016 unsecured senior bank term loan (“2016 Unsecured Senior Bank Term Loan”) and 2017 unsecured senior bank term loan (“2017 Unsecured Senior Bank Term Loan”), conforming the financial covenants contained in our unsecured senior bank term loan agreements to those contained in our amended $1.5 billion unsecured senior line of credit.

 

In February 2012, we recognized a loss on early extinguishment of debt of approximately $0.6 million related to the write-off of unamortized loan fees as a result of the early repayment of $250.0 million of our 2012 Unsecured Senior Bank Term Loan.  In June 2011, we recognized a loss on early extinguishment of debt of approximately $1.2 million related to the write-off of unamortized loan fees as a result of the early repayment of $500 million of our 2012 Unsecured Senior Bank Term Loan.

 

18



Table of Contents

 

5.      Secured and unsecured senior debt (continued)

 

The requirements of the key financial covenants under our unsecured senior line of credit and unsecured senior bank term loans as of September 30, 2012, are as follows:

 

Covenant Ratios (1)

 

Requirement

 

Leverage Ratio

 

Less than or equal to 60.0%

 

Fixed Charge Coverage Ratio

 

Greater than or equal to 1.50x

 

Secured Debt Ratio

 

Less than or equal to 40.0%

 

Unsecured Leverage Ratio

 

Less than or equal to 60.0%

 

Unsecured Interest Coverage Ratio

 

Greater than or equal to 1.75x

 

 

(1)

For a definition of the ratios used in the table above, refer to the amended unsecured senior line of credit and unsecured senior bank term loan agreements, dated as of April 30, 2012, which are filed as exhibits to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.

 

In addition, the terms of the unsecured senior line of credit and unsecured senior bank term loan agreements, among other things, limit the ability of the Company, Alexandria Real Estate Equities, L.P., and the Company’s subsidiaries to (1) consummate a merger, or consolidate or sell all or substantially all of the Company’s assets, and (2) incur certain secured or unsecured indebtedness.

 

Unsecured senior convertible notes

 

The following tables summarize the balances, significant terms, and components of interest cost recognized (excluding amortization of loan fees and before the impact of capitalized interest) on our unsecured senior convertible notes (dollars in thousands):

 

 

 

8.00% Unsecured Senior
Convertible Notes

 

3.70% Unsecured Senior
Convertible Notes

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Principal amount

 

$

250

 

$

250

 

$

 

$

84,801

 

Unamortized discount

 

(10

)

(15

)

 

(77

)

Net carrying amount of liability component

 

$

240

 

$

235

 

$

 

$

84,724

 

 

 

 

 

 

 

 

 

 

 

Carrying amount of equity component

 

$

27

 

$

27

 

$

 

$

8,080

 

Number of shares on which the aggregate consideration to be delivered on conversion is determined

 

6,087

 

6,087

 

N/A

 

N/A

 (1)

 

 

 

 

 

 

 

 

 

 

Issuance date

 

April 2009

 

N/A

 

Stated interest rate

 

8.00%

 

N/A

 

Effective interest rate at September 30, 2012

 

11.00%

 

N/A

 

Conversion rate per $1,000 principal value of unsecured senior convertible notes, as adjusted, as of September 30, 2012

 

24.3480

 

N/A

 

 

(1)         Our 3.70% unsecured senior convertible notes (“3.70% Unsecured Senior Convertible Notes”) require that upon conversion, the entire principal amount is to be settled in cash, and any excess value above the principal amount, if applicable, is to be settled in shares of our common stock.  Based on the December 31, 2011, closing price of our common stock of $68.97, and the conversion price of our 3.70% Unsecured Senior Convertible Notes of $117.36 as of December 31, 2011, the if-converted value of the notes did not exceed the principal amount as of December 31, 2011, and accordingly, no shares of our common stock would have been issued if the notes had been settled on December 31, 2011.

 

19



Table of Contents

 

5.      Secured and unsecured senior debt (continued)

 

 

 

8.00% Unsecured Senior
Convertible Notes

 

3.70% Unsecured Senior
Convertible Notes

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Contractual interest

 

$

5

 

$

5

 

$

 

$

1,132

 

Amortization of discount on liability component

 

1

 

2

 

 

673

 

Total interest cost

 

$

6

 

$

7

 

$

 

$

1,805

 

 

 

 

Nine Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Contractual interest

 

$

15

 

$

15

 

$

142

 

$

5,228

 

Amortization of discount on liability component

 

4

 

4

 

78

 

3,056

 

Total interest cost

 

$

19

 

$

19

 

$

220

 

$

8,284

 

 

3.70% unsecured senior convertible notes

 

During the nine months ended September 30, 2011, we recognized an aggregate loss on early extinguishment of debt of approximately $5.2 million related to the repurchase, in privately negotiated transactions, of approximately $217.1 million of certain of our 3.70% Unsecured Senior Convertible Notes.

 

During January 2012, we repurchased approximately $83.8 million in principal amount of our 3.70% Unsecured Senior Convertible Notes at par, pursuant to options exercised by holders thereof under the indenture governing the notes.  During April 2012, we repurchased the remaining outstanding $1.0 million in principal amount of the notes.  We did not recognize a gain or loss as a result of either repurchase during the nine months ended September 30, 2012.

 

The following table outlines our interest expense for the three and nine months ended September 30, 2012 and 2011 (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Gross interest

 

$

33,857

 

$

30,939

 

$

99,097

 

$

93,591

 

Capitalized interest

 

(16,763

)

(16,666

)

(47,854

)

(44,905

)

Interest expense (1)

 

$

17,094

 

$

14,273

 

$

51,243

 

$

48,686

 

 

(1)         Includes interest expense related to and classified in (loss) income from discontinued operations in the accompanying condensed consolidated statements of income.

 

20



Table of Contents

 

6.      Interest rate swap agreements

 

During the three and nine months ended September 30, 2012 and 2011, our interest rate swap agreements were used primarily to hedge the variable cash flows associated with certain of our existing LIBOR-based variable rate debt, including our unsecured senior line of credit and unsecured senior bank term loans.  The ineffective portion of the change in fair value of our interest rate swap agreements is required to be recognized directly in earnings.  During the three and nine months ended September 30, 2012 and 2011, our interest rate swap agreements were 100% effective; because of this, no hedge ineffectiveness was recognized in earnings.  The effective portion of changes in the fair values of our interest rate swap agreements that are designated and that qualify as cash flow hedges is classified in accumulated other comprehensive loss.

 

The following table reflects the effective portion of the unrealized loss recognized in other comprehensive loss for our interest rate swaps related to the change in fair value for the three and nine months ended September 30, 2012 and 2011 (in thousands):

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Unrealized loss recognized in other comprehensive loss related to the effective portion of changes in the fair values of our interest rate swap agreements

 

$

2,818

 

$

2,822

 

$

9,982

 

$

8,077

 

 

Losses are subsequently reclassified into earnings in the period during which the hedged forecasted transactions affect earnings.  During the next 12 months, we expect to reclassify approximately $16.5 million from accumulated other comprehensive loss to interest expense as an increase to interest expense.  The following table indicates the classification in the condensed consolidated statements of income and the effective portion of the loss reclassified from accumulated other comprehensive income into earnings for our cash flow hedge contracts for the three and nine months ended September 30, 2012 and 2011 (in thousands):

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Loss reclassified from accumulated other comprehensive income to earnings as an increase to interest expense (effective portion)

 

$

5,956

 

$

5,381

 

$

17,626

 

$

16,121

 

 

21



Table of Contents

 

6.      Interest rate swap agreements (continued)

 

As of September 30, 2012, and December 31, 2011, the fair values of our interest rate swap agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values, aggregating a liability balance of approximately $25.3 million and $33.0 million, respectively, which included accrued interest and adjustments for non-performance risk, with the offsetting adjustment reflected as unrealized loss in accumulated other comprehensive loss in total equity.  Under our interest rate swap agreements, we have no collateral posting requirements.  We had the following outstanding interest rate swap agreements that were designated as cash flow hedges of interest rate risk as of September 30, 2012 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Notional Amount in Effect as of

 

Transaction Date

 

Effective Date

 

Termination Date

 

Interest Pay
Rate (1)

 

Fair Value as of
September 30, 2012

 

September 30,
2012

 

December 31,
2012

 

December 31,
2013

 

December 31,
2014

 

December 2006

 

December 29, 2006

 

March 31, 2014

 

4.990

%

 

$

(3,614

)

$

50,000

 

$

50,000

 

$

50,000

 

$

 

October 2007

 

October 31, 2007

 

September 30, 2013

 

4.642

%

 

(2,251

)

50,000

 

50,000

 

 

 

October 2007

 

July 1, 2008

 

March 31, 2013

 

4.622

%

 

(555

)

25,000

 

25,000

 

 

 

October 2007

 

July 1, 2008

 

March 31, 2013

 

4.625

%

 

(555

)

25,000

 

25,000

 

 

 

December 2006

 

November 30, 2009

 

March 31, 2014

 

5.015

%

 

(5,449

)

75,000

 

75,000

 

75,000

 

 

December 2006

 

November 30, 2009

 

March 31, 2014

 

5.023

%

 

(5,458

)

75,000

 

75,000

 

75,000

 

 

December 2006

 

December 31, 2010

 

October 31, 2012

 

5.015

%

 

(440

)

100,000

 

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(180

)

250,000

 

250,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(180

)

250,000

 

250,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(90

)

125,000

 

125,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(90

)

125,000

 

125,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.495

%

 

(95

)

125,000

 

125,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.508

%

 

(99

)

125,000

 

125,000

 

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.640

%

 

(1,041

)

 

 

250,000

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.640

%

 

(1,041

)

 

 

250,000

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.644

%

 

(526

)

 

 

125,000

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.644

%

 

(526

)

 

 

125,000

 

 

December 2011

 

December 31, 2013

 

December 31, 2014

 

0.977

%

 

(1,574

)

 

 

 

250,000

 

December 2011

 

December 31, 2013

 

December 31, 2014

 

0.976

%

 

(1,572

)

 

 

 

250,000

 

Total

 

 

 

 

 

 

 

 

$

(25,336

)

$

1,400,000

 

$

1,300,000

 

$

950,000

 

$

500,000

 

 

(1)      In addition to the interest pay rate, borrowings outstanding under our unsecured senior line of credit and unsecured senior bank term loans include an applicable margin currently ranging from 1.20% to 1.75%.

 

22



Table of Contents

 

7.      Fair value measurements

 

Recurring fair value measurements

 

We are required to disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value.  We measure and disclose the estimated fair value of financial assets and liabilities utilizing a fair value hierarchy that distinguishes between data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions.  This hierarchy consists of three broad levels as follows: (1) quoted prices in active markets for identical assets or liabilities, (2) “significant other observable inputs,” and (3) “significant unobservable inputs.”  “Significant other observable inputs” can include quoted prices for similar assets or liabilities in active markets, as well as inputs that are observable for the asset or liability, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.  “Significant unobservable inputs” are typically based on an entity’s own assumptions, since there is little, if any, related market activity. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.  There were no transfers between the levels in the fair value hierarchy during the three or nine months ended September 30, 2012.

 

The following tables set forth the assets and liabilities that we measure at fair value on a recurring basis by level within the fair value hierarchy as of September 30, 2012, and December 31, 2011 (in thousands):

 

 

 

 

 

September 30, 2012

 

Description

 

Total

 

Quoted Prices in
Active Markets
for Identical
Assets

 

“Significant
Other
Observable
Inputs”

 

“Significant
Unobservable
Inputs”

 

Assets:

 

 

 

 

 

 

 

 

 

Marketable securities

 

$

6,563

 

$

6,563

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Interest rate swap agreements

 

$

25,336

 

$

 

$

25,336

 

$

 

 

 

 

 

 

December 31, 2011

 

Description

 

Total

 

Quoted Prices in
Active Markets
for Identical
Assets

 

“Significant
Other
Observable
Inputs”

 

“Significant
Unobservable
Inputs”

 

Assets:

 

 

 

 

 

 

 

 

 

Marketable securities

 

$

6,235

 

$

6,235

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Interest rate swap agreements

 

$

32,980

 

$

 

$

32,980

 

$

 

 

The carrying amounts of cash and cash equivalents, restricted cash, tenant receivables, other assets, accounts payable, accrued expenses, and tenant security deposits approximate fair value.  Our marketable securities and our interest rate swap agreements, respectively, have been recorded at fair value.  The fair values of our secured notes payable, unsecured senior notes payable, unsecured senior line of credit, unsecured senior bank term loans, and unsecured senior convertible notes were estimated using widely accepted valuation techniques, including discounted cash flow analyses of “significant other observable inputs” such as available market information on discount and borrowing rates with similar terms and maturities.  Because the valuations of our financial instruments are based on these types of estimates, the actual fair value of our financial instruments may differ materially if our estimates do not prove to be accurate.  Additionally, the use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

 

23



Table of Contents

 

7.      Fair value measurements (continued)

 

As of September 30, 2012, and December 31, 2011, the book and fair values of our marketable securities, interest rate swap agreements, secured notes payable, unsecured senior notes payable, unsecured senior line of credit, and unsecured senior bank term loans were as follows (in thousands):

 

 

 

September 30, 2012

 

December 31, 2011

 

 

 

Book Value

 

Fair Value

 

Book Value

 

Fair Value

 

Marketable securities

 

$

6,563

 

$

6,563

 

$

6,235

 

$

6,235

 

Interest rate swap agreements

 

$

 (25,336

)

$

 (25,336

)

$

 (32,980

)

$

 (32,980

)

Secured notes payable

 

$

 (719,350

)

$

 (814,637

)

$

 (724,305

)

$

 (810,128

)

Unsecured senior notes payable

 

$

 (549,794

)

$

 (585,016

)

$

 (84,959

)

$

 (85,221

)

Unsecured senior line of credit

 

$

 (413,000

)

$

 (426,757

)

$

 (370,000

)

$

 (378,783

)

Unsecured senior bank term loans

 

$

 (1,350,000

)

$

 (1,362,120

)

$

 (1,600,000

)

$

 (1,603,917

)

 

Fair value measurements for other than on a recurring basis

 

In September 2012, four properties aggregating 504,130 rentable square feet met the classification requirements for held for sale.  During the three months ended September 30, 2012, we recorded impairment charges aggregating approximately $9.8 million to reduce the aggregate carrying value of the properties to the estimated sales price less costs to sell. We used the preliminary sales price estimates based on offers from prospective buyers as a significant observable input (level 2) within the valuation hierarchy to determine the estimated fair value of these assets.

 

8.       Earnings per share

 

We use income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders as the “control number” in determining whether potential common shares, including potential common shares issuable upon conversion of our 8.00% unsecured senior convertible notes (“8.00% Unsecured Senior Convertible Notes”), are dilutive or antidilutive to earnings per share.  Pursuant to the presentation and disclosure literature on gains or losses on sales or disposals by REITs and earnings per share required by the SEC and the FASB, gains or losses on sales or disposals by a REIT that do not qualify as discontinued operations are classified below (loss) income from discontinued operations in the condensed consolidated statements of income and included in the numerator for the computation of earnings per share for income from continuing operations.

 

The sale of a land parcel related to our investment in an unconsolidated real estate entity in March 2012 did not meet the criteria for discontinued operations because the land parcel did not have significant operations prior to disposition.  Accordingly, in March 2012, we classified the $1.9 million gain on sale of land parcel below (loss) income from discontinued operations, net, in the accompanying condensed consolidated statements of income, and included the gain in income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders in the “control number,” or numerator for computation of earnings per share.

 

We account for unvested restricted stock awards that contain nonforfeitable rights to dividends as participating securities and include these securities in the computation of earnings per share using the two-class method.  Under the two-class method, we allocate net income after preferred stock dividends, preferred stock redemption charge, and amounts attributable to noncontrolling interests to common stockholders and unvested restricted stock awards based on their respective participation rights to dividends declared (or accumulated) and undistributed earnings.  Diluted earnings per share is computed using the weighted average shares of common stock outstanding determined for the basic earnings per share computation plus the effect of any dilutive securities, including the dilutive effect of stock options using the treasury stock method.

 

24



Table of Contents

 

8.       Earnings per share (continued)

 

The table below is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the three and nine months ended September 30, 2012 and 2011 (dollars in thousands, except per share amounts):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September  30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Income from continuing operations

 

$

24,086

 

$

31,144

 

$

74,621

 

$

92,006

 

Gain on sale of land parcel

 

 

46

 

1,864

 

46

 

Net income attributable to noncontrolling interests

 

(828

)

(966

)

(2,390

)

(2,833

)

Dividends on preferred stock

 

(6,471

)

(7,089

)

(20,857

)

(21,267

)

Preferred stock redemption charge

 

 

 

(5,978

)

 

Net income attributable to unvested restricted stock awards

 

(360

)

(278

)

(866

)

(818

)

Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic and diluted

 

16,427

 

22,857

 

46,394

 

67,134

 

(Loss) income from discontinued operations:

 

 

 

 

 

 

 

 

 

Income from discontinued operations before impairment of real estate

 

4,018

 

2,799

 

10,035

 

8,873

 

Impairment of real estate

 

(9,799

)

(994

)

(9,799

)

(994

)

(Loss) income from discontinued operations, net

 

(5,781

)

1,805

 

236

 

7,879

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic and diluted

 

$

10,646

 

$

24,662

 

$

46,630

 

$

75,013

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding – basic

 

62,364,210

 

61,295,659

 

61,847,023

 

58,271,270

 

Dilutive effect of stock options

 

 

8,310

 

448

 

13,475

 

Weighted average shares of common stock outstanding – diluted

 

62,364,210

 

61,303,969

 

61,847,471

 

58,284,745

 

 

 

 

 

 

 

 

 

 

 

Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic and diluted:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.26

 

$

0.37

 

$

0.75

 

$

1.15

 

Discontinued operations, net

 

(0.09

)

0.03

 

 

0.14

 

Earnings per share – basic and diluted

 

$

0.17

 

$

0.40

 

$

0.75

 

$

1.29

 

 

For purposes of calculating diluted earnings per share, we did not assume conversion of our 8.00% Unsecured Senior Convertible Notes for the three and nine months ended September 30, 2012 and 2011, since the impact was antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

 

For purposes of calculating diluted earnings per share, we did not assume conversion of our series D convertible preferred stock (“Series D Convertible Preferred Stock”) for the three and nine months ended September 30, 2012 and 2011, since the impact was antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

 

Our calculation of weighted average diluted shares for the three and nine months ending September  30, 2011, would include additional shares related to our 3.70% Unsecured Senior Convertible Notes if the average market price of our common stock had been higher than the conversion price ($117.36 as of September 30, 2011).  For the three and nine months ended September 30, 2011, the weighted average shares of common stock related to our 3.70% Unsecured Senior Convertible Notes have been excluded from diluted weighted average shares of common stock because the average market price of our common stock was lower than the conversion price and the impact of conversion would have been antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during the period.  In April 2012, we repurchased the remaining outstanding $1.0 million in principal amount of the notes.

 

25



Table of Contents

 

9.       Net income attributable to Alexandria Real Estate Equities, Inc.

 

The following table shows income from continuing and discontinued operations attributable to Alexandria Real Estate Equities, Inc. for the three and nine months ended September 30, 2012 and 2011 (in thousands):

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September  30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Income from continuing operations

 

$

24,086

 

$

31,144

 

$

74,621

 

$

92,006

 

Gain on sale of land parcel

 

 

46

 

1,864

 

46

 

Less: net income attributable to noncontrolling interests

 

(828

)

(966

)

(2,390

)

(2,833

)

Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.

 

23,258

 

30,224

 

74,095

 

89,219

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations:

 

 

 

 

 

 

 

 

 

Income from discontinued operations before impairment of real estate

 

4,018

 

 

2,799

 

10,035

 

8,873

 

Impairment of real estate

 

(9,799

)

(994

)

(9,799

)

(994

)

(Loss) income from discontinued operations, net

 

(5,781

)

1,805

 

236

 

7,879

 

Less: net income from discontinued operations attributable to noncontrolling interests

 

 

 

 

 

Net income attributable to Alexandria Real Estate Equities, Inc.

 

$

17,477

 

$

32,029

 

$

74,331

 

$

97,098

 

 

10.    Stockholders’ equity

 

“At the market” common stock offering program

 

In June 2012, we established an “at the market” common stock offering program under which we may sell, from time to time, up to an aggregate of $250.0 million of our common stock through our sales agents, BNY Mellon Capital Markets, LLC and Credit Suisse Securities (USA) LLC, during a three-year period.  During the nine months ended September 30, 2012, we sold an aggregate of 1,366,977 shares of common stock for gross proceeds of approximately $100.0 million at an average stock price of $73.15 and net proceeds of approximately $98.4 million.  This includes the sale of an aggregate of 793,291 shares of common stock for gross proceeds of approximately $59.5 million at an average stock price of $74.97 and net proceeds of approximately $58.5 million during the three months ended September 30, 2012.  As of September 30, 2012, approximately $150.0 million of our common stock remained available for issuance under the “at the market” common stock offering program.

 

6.45% series E preferred stock offering

 

In March 2012, we completed a public offering of 5,200,000 shares of our 6.45% series E cumulative redeemable preferred stock (“Series E Preferred Stock”).  The shares were issued at a price of $25.00 per share, resulting in net proceeds of approximately $124.9 million (after deducting underwriters’ discounts and other offering costs).  The proceeds were initially used to reduce the outstanding borrowings under our unsecured senior line of credit. We then borrowed funds under our unsecured senior line of credit to redeem our 8.375% series C cumulative redeemable preferred stock in April 2012 (“Series C Preferred Stock”).  The dividends on our Series E Preferred Stock are cumulative and accrue from the date of original issuance.  We pay dividends quarterly in arrears at an annual rate of 6.45%, or $1.6125 per share.  Our Series E Preferred Stock has no stated maturity date, is not subject to any sinking fund or mandatory redemption provisions, and is not redeemable before March 15, 2017, except to preserve our status as a REIT.  On and after March 15, 2017, we may, at our option, redeem the Series E Preferred Stock, in whole or in part, at any time for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends on the Series E Preferred Stock up to, but excluding, the redemption date.  In addition, upon the occurrence of a change of control, we may, at our option, redeem the Series E Preferred Stock, in whole or in part, within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the date of redemption.  Investors in our Series E Preferred Stock generally have no voting rights.

 

26



Table of Contents

 

10.    Stockholders’ equity (continued)

 

8.375% series C preferred stock redemption

 

In April 2012, we redeemed all 5,185,500 outstanding shares of our Series C Preferred Stock at a price equal to $25.00 per share, or approximately $129.6 million in aggregate, and paid $0.5234375 per share, representing accumulated and unpaid dividends to the redemption date on such shares.  We recognized a charge of approximately $6.0 million to net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders in March 2012, related to the write-off of original issuance costs of the Series C Preferred Stock.

 

Dividends

 

In September 2012, we declared cash dividends for the third quarter of 2012 on our common stock aggregating approximately $33.8 million, or $0.53 per share.  In September 2012, we also declared cash dividends for the third quarter of 2012 on our Series D Convertible Preferred Stock aggregating approximately $4.4 million, or $0.4375 per share.  Additionally, we declared cash dividends for the third quarter of 2012 on our Series E Preferred Stock aggregating approximately $2.1 million, or $0.403125 per share.  In October 2012, we paid the cash dividends for the third quarter of 2012 on our common stock, Series D Convertible Preferred Stock, and Series E Preferred Stock.

 

Accumulated other comprehensive loss

 

Accumulated other comprehensive loss attributable to Alexandria Real Estate Equities, Inc. consists of the following (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

Unrealized gain on marketable securities

 

$

3,090

 

$

3,834

 

Unrealized loss on interest rate swap agreements

 

(25,336

)

(32,980

)

Unrealized gain (loss) on foreign currency translation

 

2,517

 

(5,365

)

Total

 

$

(19,729

)

$

(34,511

)

 

11.             Noncontrolling interests

 

Noncontrolling interests represent the third-party interests in certain entities in which we have a controlling interest.  These entities own 10 properties and two development parcels as of September 30, 2012, and are included in our condensed consolidated financial statements.  Noncontrolling interests are adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss.  Distributions, profits, and losses related to these entities are allocated in accordance with the respective operating agreements.

 

Certain of our noncontrolling interests have the right to require us to redeem their ownership interests in the respective entities.  We classify these ownership interests in the entities as redeemable noncontrolling interests outside of total equity in the accompanying condensed consolidated balance sheets.  Redeemable noncontrolling interests are adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss.  Distributions, profits, and losses related to these entities are allocated in accordance with the respective operating agreements.  If the carrying amount of a redeemable noncontrolling interest is less than the maximum redemption value at the balance sheet date, such amount is adjusted to the maximum redemption value.  Subsequent declines in the redemption value are recognized only to the extent that previous increases have been recognized.  As of September 30, 2012, and December 31, 2011, our redeemable noncontrolling interest balances were approximately $15.6 million and $16.0 million, respectively.  Our remaining noncontrolling interests, aggregating approximately $45.1 million and $42.6 million as of September 30, 2012, and December 31, 2011, respectively, do not have rights to require us to purchase their ownership interests and are classified in total equity in the accompanying condensed consolidated balance sheets.

 

27



Table of Contents

 

12.   Discontinued operations

 

The following is a summary of net assets of discontinued operations and (loss) income from discontinued operations, net (in thousands):

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

Properties “held for sale,” net

 

$

77,702

 

$

88,408

 

Other assets

 

4,010

 

4,176

 

Total assets

 

81,712

 

92,584

 

 

 

 

 

 

 

Total liabilities

 

(2,435

)

(3,532

)

Net assets of discontinued operations

 

$

79,277

 

$

89,052

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September  30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Total revenues

 

$

5,814

 

$

6,296

 

$

18,808

 

$

19,658

 

Operating expenses

 

(2,360

)

(2,254

)

(7,181

)

(6,986

)

Total revenues less operating expenses

 

3,454

 

4,042

 

11,627

 

12,672

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

(65

)

Depreciation expense

 

(998

)

(1,243

)

(3,156

)

(3,734

)

Gain on sale of real estate

 

1,562

 

 

1,564

 

 

Income from discontinued operations before impairment of real estate

 

4,018

 

2,799

 

10,035

 

8,873

 

Impairment of real estate

 

(9,799

)

(994

)

(9,799

)

(994

)

(Loss) income from discontinued operations, net

 

$

(5,781

)

$

1,805

 

$

236

 

$

7,879

 

 

(Loss) income from discontinued operations, net, for the three and nine months ended September 30, 2012, includes the results of the operations of four operating properties that were classified as “held for sale” as of September 30, 2012, and the results of operations of six properties sold during the nine months ended September 30, 2012.  Income from discontinued operations, net, for the three and nine months ended September 30, 2011, includes the results of operations of four properties that were classified as “held for sale” as of September 30, 2012, six properties sold during the nine months ended September 30, 2012, and one property sold during the three months ended December 31, 2011. During the three and nine months ended September 30, 2012, we completed the sale of five and six properties, respectively.  For additional discussion regarding real estate asset sales, see discussion at Note 3, Investments in Real Estate.

 

13.   Non-cash transactions

 

During the three and nine months ended September 30, 2012, our non-cash transactions included the receipt of a secured note receivable of approximately $6.1 million in connection with the sale of 200 Lawrence Drive and 210 Welsh Pool Road in July 2012 for approximately $19.8 million.

 

28



Table of Contents

 

14.   Condensed consolidating financial information

 

Alexandria Real Estate Equities, Inc. (the “Issuer”) has sold certain debt securities registered under the Securities Act, as amended, that are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P. (the “LP”), an indirectly 100% owned subsidiary of the Issuer.  The Company’s other subsidiaries, including, but not limited to, the subsidiaries that own substantially all of its real estate (collectively, the “Combined Non-Guarantor Subsidiaries”) will not provide a guarantee of such securities, including the subsidiaries that are partially or 100% owned by the LP.  The following condensed consolidating financial information presents the condensed consolidating balance sheets as of September 30, 2012, and December 31, 2011, and the condensed consolidating statements of income, comprehensive income, and cash flows for three and nine months ended September 30, 2012 and 2011, for the Issuer, the guarantor subsidiary (the LP), the Combined Non-Guarantor Subsidiaries, consolidating adjustments, and consolidated amounts.  Each entity in the condensed consolidating financial information follows the same accounting policies described in our condensed consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interest in subsidiaries that are eliminated upon consolidation.

 

Condensed Consolidating Balance Sheet

as of September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Investments in real estate, net

 

$

40,085

 

$

 

$

6,259,942

 

$

 

$

6,300,027

 

Cash and cash equivalents

 

50,395

 

 

44,509

 

 

94,904

 

Restricted cash

 

48

 

 

44,815

 

 

44,863

 

Tenant receivables

 

1

 

 

10,123

 

 

10,124

 

Deferred rent

 

1,693

 

 

159,221

 

 

160,914

 

Deferred leasing and financing costs, net

 

33,038

 

 

118,983

 

 

152,021

 

Investments

 

 

12,671

 

95,137

 

 

107,808

 

Investments in and advances to affiliates

 

5,738,965

 

5,274,333

 

108,334

 

(11,121,632

)

 

Intercompany note receivable

 

2,244

 

 

 

(2,244

)

 

Other assets

 

19,336

 

 

75,020

 

 

94,356

 

Total assets

 

$

5,885,805

 

$

5,287,004

 

$

6,916,084

 

$

(11,123,876

)

$

6,965,017

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities, Noncontrolling Interests, and Equity

 

 

 

 

 

 

 

 

 

 

 

Secured notes payable

 

$

 

$

 

$

719,350

 

$

 

$

719,350

 

Unsecured senior notes payable

 

549,794

 

 

 

 

549,794

 

Unsecured senior line of credit

 

413,000

 

 

 

 

413,000

 

Unsecured senior bank term loans

 

1,350,000

 

 

 

 

1,350,000

 

Accounts payable, accrued expenses, and tenant security deposits

 

77,951

 

 

298,834

 

 

376,785

 

Dividends payable

 

39,170

 

 

298

 

 

39,468

 

Intercompany note payable

 

 

 

2,244

 

(2,244

)

 

Total liabilities

 

2,429,915

 

 

1,020,726

 

(2,244

)

3,448,397

 

Redeemable noncontrolling interests

 

 

 

15,610

 

 

15,610

 

Alexandria Real Estate Equities, Inc.’s stockholders’ equity

 

3,455,890

 

5,287,004

 

5,834,628

 

(11,121,632

)

3,455,890

 

Noncontrolling interests

 

 

 

45,120

 

 

45,120

 

Total equity

 

3,455,890

 

5,287,004

 

5,879,748

 

(11,121,632

)

3,501,010

 

Total liabilities, noncontrolling interests, and equity

 

$

5,885,805

 

$

5,287,004

 

$

6,916,084

 

$

(11,123,876

)

$

6,965,017

 

 

29



Table of Contents

 

14.   Condensed consolidating financial information (continued)

 

Condensed Consolidating Balance Sheet

as of December 31, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Investments in real estate, net

 

$

46,795

 

$

 

$

5,961,645

 

$

 

$

6,008,440

 

Cash and cash equivalents

 

10,608

 

 

67,931

 

 

78,539

 

Restricted cash

 

40

 

 

23,292

 

 

23,332

 

Tenant receivables

 

12

 

 

7,468

 

 

7,480

 

Deferred rent

 

1,615

 

 

140,482

 

 

142,097

 

Deferred leasing and financing costs, net

 

25,364

 

 

110,186

 

 

135,550

 

Investments

 

 

13,385

 

82,392

 

 

95,777

 

Investments in and advances to affiliates

 

5,443,778

 

5,020,525

 

105,284

 

(10,569,587

)

 

Intercompany note receivable

 

2,195

 

 

 

(2,195

)

 

Other assets

 

18,643

 

 

64,271

 

 

82,914

 

Total assets

 

$

5,549,050

 

$

5,033,910

 

$

6,562,951

 

$

(10,571,782

)

$

6,574,129

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities, Noncontrolling Interests, and Equity

 

 

 

 

 

 

 

 

 

 

 

Secured notes payable

 

$

 

$

 

$

724,305

 

$

 

$

724,305

 

Unsecured senior notes payable

 

84,959

 

 

 

 

84,959

 

Unsecured senior line of credit

 

370,000

 

 

 

 

370,000

 

Unsecured senior bank term loans

 

1,600,000

 

 

 

 

1,600,000

 

Accounts payable, accrued expenses, and tenant security deposits

 

83,488

 

 

241,905

 

 

325,393

 

Dividends payable

 

36,302

 

 

277

 

 

36,579

 

Intercompany note payable

 

 

 

2,195

 

(2,195

)

 

Total liabilities

 

2,174,749

 

 

968,682

 

(2,195

)

3,141,236

 

Redeemable noncontrolling interests

 

 

 

16,034

 

 

16,034

 

Alexandria Real Estate Equities, Inc.’s stockholders’ equity

 

3,374,301

 

5,033,910

 

5,535,677

 

(10,569,587

)

3,374,301

 

Noncontrolling interests

 

 

 

42,558

 

 

42,558

 

Total equity

 

3,374,301

 

5,033,910

 

5,578,235

 

(10,569,587

)

3,416,859

 

Total liabilities, noncontrolling interests, and equity

 

$

5,549,050

 

$

5,033,910

 

$

6,562,951

 

$

(10,571,782

)

$

6,574,129

 

 

30



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Income

for the Three Months Ended September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

 

$

 

$

108,367

 

$

 

$

108,367

 

Tenant recoveries

 

 

 

34,448

 

 

34,448

 

Other income

 

2,091

 

51

 

3,915

 

(3,417

)

2,640

 

Total revenues

 

2,091

 

51

 

146,730

 

(3,417

)

145,455

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Rental operations

 

 

 

44,614

 

 

44,614

 

General and administrative

 

9,585

 

 

6,317

 

(3,417

)

12,485

 

Interest

 

11,786

 

 

5,308

 

 

17,094

 

Depreciation and amortization

 

1,726

 

 

45,450

 

 

47,176

 

Total expenses

 

23,097

 

 

101,689

 

(3,417

)

121,369

 

(Loss) income from continuing operations before equity in earnings of affiliates and loss on early extinguishment of debt

 

(21,006

)

51

 

45,041

 

 

24,086

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of affiliates

 

42,074

 

41,874

 

781

 

(84,729

)

 

Income from continuing operations

 

21,068

 

41,925

 

45,822

 

(84,729

)

24,086

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations before impairment of real estate

 

1,208

 

 

2,810

 

 

4,018

 

 

Impairment of real estate

 

(4,799

)

 

(5,000

)

 

(9,799

)

(Loss) income from discontinued operations, net

 

(3,591

)

 

(2,190

)

 

(5,781

)

Net income

 

17,477

 

41,925

 

43,632

 

(84,729

)

18,305

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

 

828

 

 

828

 

Dividends on preferred stock

 

6,471

 

 

 

 

6,471

 

Net income attributable to unvested restricted stock awards

 

360

 

 

 

 

360

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

10,646

 

$

41,925

 

$

42,804

 

$

(84,729

)

$

10,646

 

 

31



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Income

for the Nine Months Ended September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

 

$

 

$

318,247

 

$

 

$

318,247

 

Tenant recoveries

 

 

 

99,006

 

 

99,006

 

Other income

 

5,199

 

891

 

18,500

 

(9,940

)

14,650

 

Total revenues

 

5,199

 

891

 

435,753

 

(9,940

)

431,903

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Rental operations

 

 

 

127,884

 

 

127,884

 

General and administrative

 

32,030

 

 

13,062

 

(9,940

)

35,152

 

Interest

 

34,460

 

 

16,783

 

 

51,243

 

Depreciation and amortization

 

3,781

 

 

136,997

 

 

140,778

 

Total expenses

 

70,271

 

 

294,726

 

(9,940

)

355,057

 

(Loss) income from continuing operations before equity in earnings of affiliates and loss on early extinguishment of debt

 

(65,072

)

891

 

141,027

 

 

76,846

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of affiliates

 

142,660

 

134,347

 

2,662

 

(279,669

)

 

Loss on early extinguishment of debt

 

(2,225

)

 

 

 

(2,225

)

Income from continuing operations

 

75,363

 

135,238

 

143,689

 

(279,669

)

74,621

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations before impairment of real estate

 

3,767

 

 

6,268

 

 

10,035

 

Impairment of real estate

 

(4,799

)

 

(5,000

)

 

(9,799

)

(Loss) income from discontinued operations, net

 

(1,032

)

 

1,268

 

 

236

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of land parcel

 

 

 

1,864

 

 

1,864

 

Net income

 

74,331

 

135,238

 

146,821

 

(279,669

)

76,721

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

 

2,390

 

 

2,390

 

Dividends on preferred stock

 

20,857

 

 

 

 

20,857

 

Preferred stock redemption charge

 

5,978

 

 

 

 

5,978

 

Net income attributable to unvested restricted stock awards

 

866

 

 

 

 

866

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

46,630

 

$

135,238

 

$

144,431

 

$

(279,669

)

$

46,630

 

 

32



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Income

for the Three Months Ended September 30, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

 

$

 

$

102,353

 

$

 

$

102,353

 

Tenant recoveries

 

 

 

33,226

 

 

33,226

 

Other income (loss)

 

2,032

 

(200

)

3,982

 

(3,339

)

2,475

 

Total revenues

 

2,032

 

(200

)

139,561

 

(3,339

)

138,054

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Rental operations

 

 

 

40,859

 

 

40,859

 

General and administrative

 

9,423

 

7

 

4,198

 

(3,339

)

10,289

 

Interest

 

11,967

 

 

2,306

 

 

14,273

 

Depreciation and amortization

 

937

 

 

37,810

 

 

38,747

 

Total expenses

 

22,327

 

7

 

85,173

 

(3,339

)

104,168

 

(Loss) income from continuing operations before equity in earnings of affiliates and loss on early extinguishment of debt

 

(20,295

)

(207

)

54,388

 

 

33,886

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of affiliates

 

53,876

 

50,873

 

973

 

(105,722

)

 

Loss on early extinguishment of debt

 

(2,742

)

 

 

 

(2,742

)

Income from continuing operations

 

30,839

 

50,666

 

55,361

 

(105,722

)

31,144

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations before impairment of real estate

 

1,190

 

 

1,609

 

 

2,799

 

Impairment of real estate

 

 

 

(994

)

 

(994

)

Income (loss) from discontinued operations, net

 

1,190

 

 

615

 

 

1,805

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of land parcel

 

 

 

46

 

 

46

 

Net income

 

32,029

 

50,666

 

56,022

 

(105,722

)

32,995

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

 

966

 

 

966

 

Dividends on preferred stock

 

7,089

 

 

 

 

7,089

 

Net income attributable to unvested restricted stock awards

 

278

 

 

 

 

278

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

24,662

 

$

50,666

 

$

55,056

 

$

(105,722

)

$

24,662

 

 

33



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Income

for the Nine Months Ended September 30, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

 

$

 

$

309,532

 

$

 

$

309,532

 

Tenant recoveries

 

 

 

95,270

 

 

95,270

 

Other income (loss)

 

6,542

 

(515

)

7,967

 

(9,816

)

4,178

 

Total revenues

 

6,542

 

(515

)

412,769

 

(9,816

)

408,980

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Rental operations

 

 

 

118,014

 

 

118,014

 

General and administrative

 

26,977

 

7

 

13,360

 

(9,816

)

30,528

 

Interest

 

32,727

 

 

15,894

 

 

48,621

 

Depreciation and amortization

 

2,427

 

 

110,899

 

 

113,326

 

Total expenses

 

62,131

 

7

 

258,167

 

(9,816

)

310,489

 

(Loss) income from continuing operations before equity in earnings of affiliates and loss on early extinguishment of debt

 

(55,589

)

(522

)

154,602

 

 

98,491

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of affiliates

 

155,514

 

146,803

 

2,896

 

(305,213

)

 

Loss on early extinguishment of debt

 

(6,485

)

 

 

 

(6,485

)

Income from continuing operations

 

93,440

 

146,281

 

157,498

 

(305,213

)

92,006

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations before impairment of real estate

 

3,658

 

 

5,215

 

 

8,873

 

Impairment of real estate

 

 

 

(994

)

 

(994

)

Income from discontinued operations, net

 

3,658

 

 

4,221

 

 

7,879

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of land parcel

 

 

 

46

 

 

46

 

Net income

 

97,098

 

146,281

 

161,765

 

(305,213

)

99,931

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

 

2,833

 

 

2,833

 

Dividends on preferred stock

 

21,267

 

 

 

 

21,267

 

Net income attributable to unvested restricted stock awards

 

818

 

 

 

 

818

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

75,013

 

$

146,281

 

$

158,932

 

$

(305,213

)

$

75,013

 

 

34



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Comprehensive Income

for the Three Months Ended September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Net income

 

$

17,477

 

$

41,925

 

$

43,632

 

$

(84,729

)

$

18,305

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on marketable securities:

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains arising during the period

 

 

23

 

773

 

 

796

 

Reclassification adjustment for gains included in net income

 

 

(11

)

(1,410

)

 

(1,421

)

Unrealized gains (losses) on marketable securities, net

 

 

12

 

(637

)

 

(625

)

Unrealized gains on interest rate swaps:

 

 

 

 

 

 

 

 

 

 

 

Unrealized interest rate swap losses arising during the period

 

(2,818

)

 

 

 

(2,818

)

Reclassification adjustment for amortization of interest expense included in net income

 

5,956

 

 

 

 

5,956

 

Unrealized gains on interest rate swaps, net

 

3,138

 

 

 

 

3,138

 

Foreign currency translation gains

 

 

 

15,104

 

 

15,104

 

Total other comprehensive income

 

3,138

 

12

 

14,467

 

 

17,617

 

Comprehensive income

 

20,615

 

41,937

 

58,099

 

(84,729

)

35,922

 

Less: comprehensive income attributable to noncontrolling interests

 

 

 

(805

)

 

(805

)

Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

20,615

 

$

41,937

 

$

57,294

 

$

(84,729

)

$

35,117

 

 

35



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Comprehensive Income

for the Nine Months Ended September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Net income

 

$

74,331

 

$

135,238

 

$

146,821

 

$

(279,669

)

$

76,721

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on marketable securities:

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding gains arising during the period

 

 

10

 

1,353

 

 

1,363

 

Reclassification adjustment for losses (gains) included in net income

 

 

172

 

(2,279

)

 

(2,107

)

Unrealized gains (losses) on marketable securities, net

 

 

182

 

(926

)

 

(744

)

Unrealized gains on interest rate swaps:

 

 

 

 

 

 

 

 

 

 

 

Unrealized interest rate swap losses arising during the period

 

(9,982

)

 

 

 

(9,982

)

Reclassification adjustment for amortization of interest expense included in net income

 

17,626

 

 

 

 

17,626

 

Unrealized gains on interest rate swaps, net

 

7,644

 

 

 

 

7,644

 

Foreign currency translation gains

 

 

 

7,871

 

 

7,871

 

Total other comprehensive income

 

7,644

 

182

 

6,945

 

 

14,771

 

Comprehensive income

 

81,975

 

135,420

 

153,766

 

(279,669

)

91,492

 

Less: comprehensive income attributable to noncontrolling interests

 

 

 

(2,379

)

 

(2,379

)

Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

81,975

 

$

135,420

 

$

151,387

 

$

(279,669

)

$

89,113

 

 

36



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Comprehensive Income

for the Three Months Ended September 30, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Net income

 

$

32,029

 

$

50,666

 

$

56,022

 

$

(105,722

)

$

32,995

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses on marketable securities:

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding losses arising during the period

 

 

(172

)

(497

)

 

(669

)

Reclassification adjustments for gains included in net income

 

 

(28

)

(1,919

)

 

(1,947

)

Unrealized losses on marketable securities, net

 

 

(200

)

(2,416

)

 

(2,616

)

Unrealized gains on interest rate swaps:

 

 

 

 

 

 

 

 

 

 

 

Unrealized interest rate swap losses arising during the period

 

(2,822

)

 

 

 

(2,822

)

Reclassification adjustment for amortization of interest expense included in net income

 

5,381

 

 

 

 

5,381

 

Unrealized losses on interest rate swaps, net

 

2,559

 

 

 

 

2,559

 

Foreign currency translation loss

 

 

 

(25,814

)

 

(25,814

)

Total other comprehensive income (loss)

 

2,559

 

(200

)

(28,230

)

 

(25,871

)

Comprehensive income

 

34,588

 

50,466

 

27,792

 

(105,722

)

7,124

 

Less: comprehensive income attributable to noncontrolling interests

 

 

 

(1,024

)

 

(1,024

)

Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

34,588

 

$

50,466

 

$

26,768

 

$

(105,722

)

$

6,100

 

 

37



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Comprehensive Income

for the Nine Months Ended September 30, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria
Real Estate
Equities, Inc.
(Issuer)

 

Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)

 

Combined
Non-
Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Net income

 

$

97,098

 

$

146,281

 

$

161,765

 

$

(305,213

)

$

99,931

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on marketable securities:

 

 

 

 

 

 

 

 

 

 

 

Unrealized holding losses arising during the period

 

 

(160

)

(497

)

 

(657

)

Reclassification adjustments for gains included in net income

 

 

(28

)

(1,919

)

 

(1,947

)

Unrealized losses on marketable securities, net

 

 

(188

)

(2,416

)

 

(2,604

)

Unrealized gains on interest rate swaps:

 

 

 

 

 

 

 

 

 

 

 

Unrealized interest rate swap losses arising during the period

 

(8,077

)

 

 

 

(8,077

)

Reclassification adjustment for amortization of interest expense included in net income

 

16,121

 

 

 

 

16,121

 

Unrealized gains on interest rate swaps, net

 

8,044

 

 

 

 

8,044

 

Foreign currency translation loss

 

 

 

(19,255

)

 

(19,255

)

Total other comprehensive income (loss)

 

8,044

 

(188

)

(21,671

)

 

(13,815

)

Comprehensive income

 

105,142

 

146,093

 

140,094

 

(305,213

)

86,116

 

Less: comprehensive income attributable to noncontrolling interests

 

 

 

(2,885

)

 

(2,885

)

Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$

105,142

 

$

146,093

 

$

137,209

 

$

(305,213

)

$

83,231

 

 

38



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Cash Flows

for the Nine Months Ended September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria Real
Estate Equities,
Inc. (Issuer)

 

Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)

 

Combined
Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

74,331

 

$

135,238

 

$

146,821

 

$

(279,669)

 

$

76,721

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

3,781

 

 

140,152

 

 

143,933

 

Loss on early extinguishment of debt

 

2,225

 

 

 

 

2,225

 

Gain on sale of land parcel

 

 

 

(1,864

)

 

(1,864

)

Gain on sale of real estate

 

 

 

(1,564

)

 

(1,564

)

Non-cash impairment of real estate

 

4,799

 

 

5,000

 

 

9,799

 

Amortization of loan fees and costs

 

5,307

 

 

2,020

 

 

7,327

 

Amortization of debt premiums/discounts

 

104

 

 

297

 

 

401

 

Amortization of acquired above and below market leases

 

 

 

(2,356

)

 

(2,356

)

Deferred rent

 

164

 

 

(19,380

)

 

(19,216

)

Stock compensation expense

 

10,412

 

 

 

 

10,412

 

Equity in income related to investments

 

 

26

 

 

 

26

 

Equity in income related to subsidiaries

 

(142,660

)

(134,347

)

(2,662

)

279,669

 

 

Gain on sales of investments

 

 

(1,109

)

(11,207

)

 

(12,316

)

Loss on sales of investments

 

 

195

 

1,412

 

 

1,607

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

(8

)

 

449

 

 

441

 

Tenant receivables

 

11

 

 

(2,648

)

 

(2,637

)

Deferred leasing costs

 

4,232

 

 

(27,829

)

 

(23,597

)

Other assets

 

2,603

 

 

(5,833

)

 

(3,230

)

Intercompany receivables and payables

 

(49

)

 

49

 

 

 

Accounts payable, accrued expenses, and tenant security deposits

 

3,592

 

 

37,786

 

 

41,378

 

Net cash (used in) provided by operating activities

 

(31,156

)

3

 

258,643

 

 

227,490

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of property

 

 

 

36,179

 

 

36,179

 

Distributions from unconsolidated real estate entity related to sale of land parcel

 

 

 

22,250

 

 

22,250

 

Additions to properties

 

(1,192

)

 

(404,874

)

 

(406,066

)

Purchase of properties

 

 

 

(42,171

)

 

(42,171

)

Change in restricted cash related to construction projects

 

 

 

(11,453

)

 

(11,453

)

Contributions to unconsolidated real estate entity

 

 

 

(5,042

)

 

(5,042

)

Investments in subsidiaries

 

(145,389

)

(112,504

)

(389

)

258,282

 

 

Additions to investments

 

 

(160

)

(21,837

)

 

(21,997

)

Proceeds from investments

 

 

1,944

 

17,961

 

 

19,905

 

Net cash used in investing activities

 

(146,581

)

(110,720

)

(409,376

)

258,282

 

(408,395

)

 

39



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Cash Flows (continued)

for the Nine Months Ended September 30, 2012
(In thousands)

(Unaudited)

 

 

 

Alexandria Real
Estate Equities,
Inc. (Issuer)

 

Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)

 

Combined
Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

Principal borrowings from secured notes payable

 

 

 

2,874

 

 

2,874

 

Repayments of borrowings from secured notes payable

 

 

 

(8,125

)

 

(8,125

)

Proceeds from issuance of unsecured senior notes payable

 

544,649

 

 

 

 

544,649

 

Repurchase of unsecured senior convertible notes

 

(84,801

)

 

 

 

(84,801

)

Principal borrowings from unsecured senior line of credit and unsecured senior bank term loan

 

623,147

 

 

 

 

623,147

 

Repayments of borrowings from unsecured senior line of credit

 

(580,147

)

 

 

 

(580,147

)

Repayment of unsecured senior bank term loan

 

(250,000

)

 

 

 

(250,000

)

Redemption of Series C Preferred Stock

 

(129,638

)

 

 

 

(129,638

)

Proceeds from issuance of Series E Preferred Stock

 

124,868

 

 

 

 

124,868

 

Proceeds from issuance of common stock

 

98,443

 

 

 

 

98,443

 

Transfer to/from parent company

 

 

110,717

 

147,565

 

(258,282

)

 

Change in restricted cash related to financings

 

 

 

(10,476

)

 

(10,476

)

Deferred financing costs paid

 

(15,065

)

 

(5,352

)

 

(20,417

)

Proceeds from exercise of stock options

 

155

 

 

 

 

155

 

Dividends paid on common stock

 

(92,743

)

 

 

 

(92,743

)

Dividends paid on preferred stock

 

(21,348

)

 

 

 

(21,348

)

Distributions to redeemable noncontrolling interests

 

 

 

(943

)

 

(943

)

Redemption of redeemable noncontrolling interests

 

4

 

 

(154

)

 

 

(150

)

Contributions by noncontrolling interests

 

 

 

1,626

 

 

1,626

 

Distributions to noncontrolling interests

 

 

 

(770

)

 

(770

)

Net cash provided by financing activities

 

217,524

 

110,717

 

126,245

 

(258,282

)

196,204

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

1,066

 

 

1,066

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

39,787

 

 

(23,422

)

 

16,365

 

Cash and cash equivalents at beginning of period

 

10,608

 

 

67,931

 

 

78,539

 

Cash and cash equivalents at end of period

 

$

50,395

 

$

 

$

44,509

 

$

 

$

94,904

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest, net of interest capitalized

 

$

23,693

 

$

 

$

7,259

 

$

 

$

30,952

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing Activities

 

 

 

 

 

 

 

 

 

 

 

Note receivable from sale of real estate

 

$

 

$

 

$

(6,125

)

$

 

$

(6,125

)

 

40



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Cash Flows

for the Nine Months Ended September 30, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria Real
Estate Equities,
Inc. (Issuer)

 

Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)

 

Combined
Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

97,098

 

$

146,281

 

$

161,765

 

$

(305,213

)

$

99,931

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

2,427

 

 

114,633

 

 

117,060

 

Loss on early extinguishment of debt

 

6,485

 

 

 

 

6,485

 

Gain on sale of land parcel

 

 

 

(46

)

 

(46

)

Non-cash impairment of real estate

 

 

 

994

 

 

994

 

Amortization of loan fees and costs

 

5,134

 

 

1,615

 

 

6,749

 

Amortization of debt premiums/discounts

 

3,060

 

 

194

 

 

3,254

 

Amortization of acquired above and below market leases

 

 

 

(8,520

)

 

(8,520

)

Deferred rent

 

 

 

(17,239

)

 

(17,239

)

Stock compensation expense

 

8,449

 

 

 

 

8,449

 

Equity in loss related to investments

 

 

 

 

 

 

Equity in income related to subsidiaries

 

(155,514

)

(146,803

)

(2,896

)

305,213

 

 

Gain on sales of investments

 

 

(236

)

(3,319

)

 

(3,555

)

Loss on sales of investments

 

 

767

 

473

 

 

1,240

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Restricted cash

 

18

 

 

471

 

 

489

 

Tenant receivables

 

(2

)

 

(1,326

)

 

(1,328

)

Deferred leasing costs

 

1,387

 

 

(52,968

)

 

(51,581

)

Other assets

 

2,071

 

 

(10,806

)

 

(8,735

)

Intercompany receivables and payables

 

(1,418

)

 

1,418

 

 

 

Accounts payable, accrued expenses, and tenant security deposits

 

(13,361

)

 

39,686

 

 

26,325

 

Net cash (used in) provided by operating activities

 

(44,166

)

9

 

224,129

 

 

179,972

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of property

 

 

 

17,339

 

 

17,339

 

Distributions from unconsolidated real estate entity related to sale of land parcel

 

 

 

 

 

 

Additions to properties

 

(844

)

 

(292,844

)

 

(293,688

)

Purchase of properties

 

 

 

(307,839

)

 

(307,839

)

Change in restricted cash related to construction projects

 

 

 

(2,891

)

 

(2,891

)

Contributions to unconsolidated real estate entity

 

 

 

(3,256

)

 

(3,256

)

Investments in subsidiaries

 

(415,486

)

(396,720

)

(10,093

)

822,299

 

 

Additions to investments

 

 

(314

)

(19,349

)

 

(19,663

)

Proceeds from investments

 

 

2,059

 

12,437

 

 

14,496

 

Net cash used in investing activities

 

(416,330

)

(394,975

)

(606,496

)

822,299

 

(595,502

)

 

41



Table of Contents

 

14.          Condensed consolidating financial information (continued)

 

Condensed Consolidating Statement of Cash Flows (continued)

for the Nine Months Ended September 30, 2011
(In thousands)

(Unaudited)

 

 

 

Alexandria Real
Estate Equities,
Inc. (Issuer)

 

Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)

 

Combined
Non-Guarantor
Subsidiaries

 

Eliminations

 

Consolidated

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

Principal borrowings from secured notes payable

 

 

 

 

 

 

Repayments of borrowings from secured notes payable

 

 

 

(30,181

)

 

(30,181

)

Proceeds from issuance of unsecured senior notes payable

 

 

 

 

 

 

Repurchase of unsecured senior convertible notes

 

(221,439

)

 

 

 

(221,439

)

Principal borrowings from unsecured senior line of credit

 

1,990,317

 

 

 

 

1,990,317

 

Repayments of borrowings from unsecured senior line of credit

 

(1,674,317

)

 

 

 

(1,674,317

)

Repayment of unsecured senior bank term loan

 

 

 

 

 

 

Proceeds from issuance of Series E Preferred Stock

 

 

 

 

 

 

Proceeds from issuance of common stock

 

451,539

 

 

 

 

451,539

 

Change in restricted cash related to financings

 

 

 

2,591

 

 

2,591

 

Transfers due to/from parent company

 

 

394,474

 

427,825

 

(822,299

)

 

Deferred financing costs paid

 

(20,124

)

 

(144

)

 

(20,268

)

Proceeds from exercise of stock options

 

1,165

 

 

 

 

1,165

 

Dividends paid on common stock

 

(77,787

)

 

 

 

(77,787

)

Dividends paid on preferred stock

 

(21,268

)

 

 

 

(21,268

)

Distributions to redeemable noncontrolling interests

 

 

 

(939

)

 

(939

)

Contributions by noncontrolling interests

 

 

 

 

 

 

Distributions to noncontrolling interests

 

 

 

(2,084

)

 

(2,084

)

Net cash provided by financing activities

 

428,086

 

394,474

 

397,068

 

(822,299

)

397,329

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

25

 

 

25

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(32,410

)

(492

)

14,726

 

 

(18,176

)

Cash and cash equivalents at beginning of period

 

48,623

 

602

 

42,007

 

 

91,232

 

Cash and cash equivalents at end of period

 

$

16,213

 

$

110

 

$

56,733

 

$

 

$

73,056

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest, net of interest capitalized

 

$

24,296

 

$

 

$

13,717

 

$

 

$

38,013

 

 

42



Table of Contents

 

15. Subsequent event

 

On October 29, 2012, our property at 450 East 29th Street, the East Tower of the Alexandria Center™ for Life Science – New York City, a multi-tenant building with 309,141 rentable square feet experienced water damage, along with many other properties owned by other landlords in New York City.  Initial assessments have identified minimal damage, with no damage to our building or structure.  While there has been some water damage in the underground parking area at our property, we are still assessing the impact.  Due to the recent occurrence of the water damage, we do not currently have an estimate of the costs to repair this damage, and we have provided each of the relevant insurance carriers a notice of claim.

 

43



Table of Contents

 

Item 2.         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain information and statements included in this quarterly report on Form 10-Q, including, without limitation, statements containing the words “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of these words or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, results of operations, and financial position.  A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, the following:

 

·                  Negative worldwide economic, financial, and banking conditions, and the recent slowdown of the United States economy;

·                  Worldwide economic recession, lack of confidence, and/or high structural unemployment;

·                  Potential defaults on national debt by certain countries;

·                  Potential and further downgrades of the credit ratings of the federal, state, and foreign governments, or their perceived creditworthiness;

·                  Concerns regarding the European debt crisis and market perception concerning the instability of the euro;

·                  Failure of the United States government to agree on a debt ceiling or deficit reduction plan;

·                  Potential and further downgrades of the credit ratings of major financial institutions, or their perceived creditworthiness;

·                  Financial, banking, and credit market conditions;

·                  The seizure or illiquidity of credit markets;

·                  Failure to meet market expectations for our financial performance;

·                  Our inability to obtain capital (debt, construction financing, and/or equity) or refinance debt maturities;

·                  Our inability to comply with financial covenants in our debt agreements;

·                  Inflation or deflation;

·                  Prolonged period of stagnant growth;

·                  Increased interest rates and operating costs;

·                  Adverse economic or real estate developments in our markets;

·                  Our failure to successfully complete and lease our existing space held for redevelopment and new properties acquired for that purpose and any properties undergoing development;

·                  Significant decreases in our active development, active redevelopment, or preconstruction activities, resulting in significant increases in our interest, operating, and payroll expenses;

·                  Our failure to successfully operate or lease acquired properties;

·                  The financial condition of our insurance carriers;

·                  General and local economic conditions;

·                  Government changes to the healthcare system and its negative impact on our client tenants;

·                  Adverse developments concerning the life science industry and/or our life science client tenants;

·                  The nature and extent of future competition;

·                  Lower rental rates, and/or higher vacancy rates;

·                  Failure to renew or replace expiring leases;

·                  Defaults on or non-renewal of leases by client tenants;

·                  Availability of and our ability to attract and retain qualified personnel;

·                  Our failure to comply with laws or changes in law;

·                  Compliance with environmental laws;

·                  Our failure to maintain our status as a real estate investment trust (“REIT”);

·                  Changes in laws, regulations, and financial accounting standards;

·                  Certain ownership interests outside the United States that may subject us to different or greater risks than those associated with our domestic operations;

·                  Fluctuations in foreign currency exchange rates;

·                  Security breaches through cyber-attacks or cyber-intrusions that could disrupt our information technology networks and related systems; and

·                  Changes in the method of determining LIBOR rates which may adversely affect the fair value of our financial instruments and our earnings.

 

44



Table of Contents

 

This list of risks and uncertainties is not exhaustive.  Additional information regarding risk factors that may affect us is included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2011.  Readers of this quarterly report on Form 10-Q should also read our Securities and Exchange Commission (“SEC”) and other publicly filed documents for further discussion regarding such factors.

 

As used in this quarterly report on Form 10-Q, references to the “Company,” “we,” “our,” and “us” refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.  The following discussion should be read in conjunction with the condensed consolidated financial statements and the accompanying notes appearing elsewhere in this quarterly report on Form 10-Q.  References to “GAAP” used herein refer to United States generally accepted accounting principles.

 

Overview

 

We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax purposes.  We are the largest owner, preeminent REIT, and leading life science real estate company focused principally on science-driven cluster development through the ownership, operation, management, selective acquisition, development, and redevelopment of properties containing life science laboratory space.  We are the leading provider of high-quality environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry.  Client tenants include leading multinational pharmaceutical companies, academic and medical institutions, public and private biotechnology entities, United States (“U.S.”) government research agencies, medical device companies, industrial biotech companies, venture capital firms, and life science product and service companies.  Our primary business objective is to maximize stakeholder value by providing our stakeholders with the greatest possible total return based on a multifaceted platform of internal and external growth.  Our operating platform is based on the principle of “clustering,” with assets and operations located adjacent to life science entities, driving growth and technological advances within each cluster.

 

As of September 30, 2012, we had 177 properties aggregating approximately 16.6 million rentable square feet, composed of approximately 14.4 million rentable square feet of operating properties, approximately 1.5 million rentable square feet undergoing active development, and approximately 0.7 million rentable square feet undergoing active redevelopment.  Our operating properties were approximately 93.0% leased as of September 30, 2012.  Our primary sources of revenues are rental income and tenant recoveries from leases of our properties.  The comparability of financial data from period to period is affected by the timing of our property acquisition, development, and redevelopment activities.

 

2012 highlights

 

Core operating metrics

 

·                  Total revenues for the three months ended September 30, 2012, were $145.5 million, compared to total revenues for the three months ended September 30, 2011, of $138.1 million; total revenues for the nine months ended September 30, 2012, were $431.9 million, compared to total revenues for the nine months ended September 30, 2011, of $409.0 million;

·                  Net operating income (“NOI”) for the three months ended September 30, 2012, was $100.8 million, compared to NOI for the three months ended September 30, 2011, of $97.2 million; NOI for the nine months ended September 30, 2012, was $304.0 million, compared to NOI for the nine months ended September 30, 2011, of $291.0 million;

·                  Operating margins were at 69% for the three months ended September 30, 2012;

·                  Cash and GAAP same property net operating income increased 4.3% and decreased 0.9%, respectively, for the three months ended September 30, 2012;

·                  Cash and GAAP same property net operating income increased 2.6% and decreased 0.8%, respectively, for the nine months ended September 30, 2012;

·                  48% of our annualized base rent was from investment-grade client tenants;

·                  During the three months ended September 30, 2012, we executed 47 leases for 732,000 rentable square feet, including 266,000 rentable square feet of development and redevelopment space.  Rental rates decreased 2.9% and increased 7.6% on a cash and GAAP basis, respectively, on renewed/re-leased space;

·                  During the nine months ended September 30, 2012, we executed 146 leases for 2,603,000 rentable square feet, including 829,000 rentable square feet of development and redevelopment space.  Rental rates decreased 1.9% and increased 5.9% on a cash and GAAP basis, respectively, on renewed/re-leased space; excluding one lease for 48,000 rentable square feet related to one client tenant in the Research Triangle Park market, and one lease for 71,000 rentable square feet related to one client tenant in the Suburban Washington, D.C., market, rental rates for renewed/re-leased space were, on average, 0.1% higher and 7.3% higher than rental rates for expiring leases on a cash and GAAP basis, respectively; and

 

45



Table of Contents

 

·                  The occupancy percentage for North America operating properties was 94.2%, and the occupancy percentage for North America operating and redevelopment properties was 90.0%; the occupancy percentage for all operating properties was 93.0%, including Asia properties, and the occupancy percentage for all operating and redevelopment properties was 88.3%, including Asia properties.

 

Value-added opportunities and external growth

 

·                  From November 2011 to September 2012, we completed the redevelopment of 10300 Campus Point Drive, located in the San Diego market, a 96% leased project with 279,138 rentable square feet, including the completion of 189,562 rentable square feet in September 2012

·                  In September 2012, we completed the development of 4755 Nexus Center Drive, located in the San Diego market, a 100% leased project with 45,255 rentable square feet;

·                  In June 2012, we completed the redevelopment of 3530/3550 John Hopkins Court, located in the San Diego market, a 100% leased project with 98,320 rentable square feet;

·                  In April 2012, we completed a development located in the Canada market, a 100% leased project with 26,426 rentable square feet;

·                  In April 2012, we commenced the unconsolidated joint venture development of 360 Longwood Avenue, located in the Greater Boston market, a 37% pre-leased project with 414,000 rentable square feet; and

·                  In January 2012, we commenced the development of 259 East Grand Avenue, located in the San Francisco Bay market, a 100% pre-leased building with 170,618 rentable square feet.

 

Significant balance sheet management milestones

 

·                  We have completed $75.1 million of asset sales year to date with an additional $34.0 million of land sales forecasted in fourth quarter 2012 for a total of $109.1 million; and an additional $84.5 million sales of income-producing assets in process;

·                  We established an “at the market” common stock offering program under which we may sell up to $250.0 million of our common stock; we raised $98.4 million in net proceeds from sales under this program for the nine months ended September 30, 2012, including $58.5 million in net proceeds from sales under this program for the three months ended September 30, 2012;

·                  In June 2012, we closed a secured construction loan with aggregate commitments of $55.0 million for a development project at 259 East Grand Avenue located in the San Francisco Bay market;

·                  In April 2012, we amended our $1.5 billion unsecured senior line of credit to reduce its interest rate and extend its maturity date to April 2017, assuming we exercise our sole right to extend the maturity date twice;

·                  In April 2012, we redeemed all $129.6 million of our outstanding 8.375% series C preferred stock;

·                  In March 2012, we completed a 6.45% series E preferred stock offering with net proceeds of $124.9 million;

·                  In February 2012, we completed our 4.60% unsecured senior notes offering with net proceeds of $544.6 million; net proceeds from the offering were used to repay certain outstanding variable rate bank debt;

·                  In February 2012, we repaid all $250.0 million of our 2012 unsecured senior bank term loan; and

·                  In January and April 2012, we retired all $84.8 million of our 3.70% unsecured senior convertible notes.

 

Events subsequent to quarter end

 

·                  In the fourth quarter of 2012, we expect to commence vertical construction of the ground-up development of 430 East 29th Street, the West Tower of the Alexandria Center for Life Science – New York City, a project with 419,806 rentable square feet located in the Greater NYC market.

 

46



Table of Contents

 

Projected results

 

Based on our current view of existing market conditions and certain current assumptions, we expect that our earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted and funds from operations (“FFO”) per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted for the year ended December 31, 2012, will be as set forth in the table below.  The table below provides a reconciliation of FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted, a non-GAAP measure, to earnings per share, the most directly comparable GAAP measure.

 

Guidance for the Year Ended December 31, 2012

 

Year Ended
December 31, 2012

 

Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

$1.16 - $1.26

 

Depreciation and amortization

 

$3.00 - $3.06

 

Gain on sales of property

 

$(0.06)

 

Impairment of real estate

 

$0.16

 

FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

$4.32 - $4.36

 

Write-off of unamortized loan fees upon early retirement of the 2012 Unsecured Senior Bank Term Loan

 

$0.01

 

Write-off of unamortized loan fees upon modification of unsecured senior line of credit

 

$0.03

 

Preferred stock redemption charge

 

$0.10

 

Realized gain on equity investment primarily related to one non-tenant life science entity

 

$(0.09)

 

FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted

 

$4.37 - $4.41

 

 

 

 

 

Key net operating income projection assumptions:

 

 

 

Same property net operating income growth – cash basis

 

3% to 4%

 

Same property net operating income growth – GAAP basis

 

Slightly negative/positive

 

Rental rate steps on lease renewals and re-leasing of space – cash basis

 

Slightly negative/positive

 

Rental rate steps on lease renewals and re-leasing of space – GAAP basis

 

Up to 5%

 

Straight-line rents

 

$6.5 million/qtr

 

Amortization of above and below market leases

 

$0.8 million/qtr

 

Realized gain on equity investment primarily related to one non-tenant life science entity

 

$5.8 million

 

 

47



Table of Contents

 

Net operating income, net income, and FFO for the three months ended December 31, 2012

 

As of September 30, 2012, we had approximately $304.6 million and $277.5 million of construction in progress related to our five North American development and eight North American redevelopment projects, respectively. The completion of these projects, along with recently delivered projects, certain future projects, and contributions from same properties, is expected to contribute significant increases in rental income, net operating income, and cash flows.  Net operating income from continuing operations is projected to increase from $100.8 million for the three months ended September 30, 2012, to a range from $107.5 million to $109.5 million for the three months ended December 31, 2012 (after considering approximately $3.0 million in required reclassifications for discontinued operations.)  Operating performance assumptions related to the completion of our North America development and redevelopment projects, including the timing of initial occupancy, stabilization dates, and Initial Stabilized Yields, are included on page 51.  Certain key assumptions regarding our projections, including the impact of various development and redevelopment projects, are included in the tables below.

 

The completion of our development and redevelopment projects will result in increased interest expense and other direct project costs, because these project costs will no longer qualify for capitalization and these costs will be expensed as incurred.  Our projections for general and administrative expenses, capitalization of interest, and interest expense, net, are included in the tables on the preceding page and below.  Our projections of net operating income are subject to a number of variables and uncertainties, including those discussed under the “Forward-looking Statements” section of Part I, the “Risk Factors” section of Item 1A, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section under Item 7, of our annual report on Form 10-K for the year ended December 31, 2011.  To the extent our full year earnings guidance is updated during the year, we will provide additional disclosure supporting reasons for any significant changes to such guidance.  Further, we believe net operating income is a key performance indicator and is useful to investors as a performance measure because, when compared across periods, net operating income reflects the impact on operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not immediately apparent from income from continuing operations.

 

Three Months Ended December 31, 2012 (in millions, except per share amounts)

 

Reported on October 26, 2012

Net operating income:

 

 

Continuing operations

 

$107.5 - $109.5

Incremental dispositions classified in discontinued operations

 

$3.0

Total net operating income

 

$110.5 - $112.5

General and administrative

 

$11.0 - $12.0

Capitalization of interest

 

$13.6 - $14.6

Interest

 

$18.0 - $20.0

Depreciation and amortization

 

$42.6 - $47.7

Preferred stock dividends

 

$6.5

Other

 

$1.0 - $1.4

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders

 

$26.9 - $30.9

FFO

 

$72.0 - $73.0

FFO per share – diluted

 

$1.15 - $1.17

 

48



Table of Contents

 

Leasing

 

For the three months ended September 30, 2012, we executed a total of 47 leases for approximately 732,000 rentable square feet at 34 different properties (excluding month-to-month leases).  Of this total, approximately 352,000 rentable square feet related to new or renewal leases of previously leased space (renewed/re-leased space), and approximately 380,000 rentable square feet related to developed, redeveloped, or previously vacant space.  Of the 380,000 rentable square feet, approximately 266,000 rentable square feet related to our development or redevelopment programs, and the remaining approximately 114,000 rentable square feet related to previously vacant space.  Rental rates for this renewed/re-leased space were, on average, approximately 2.9% lower on a cash basis and approximately 7.6% higher on a GAAP basis than rental rates for the respective expiring leases.  Additionally, we granted tenant concessions, including free rent averaging approximately 1.8 months, with respect to the 732,000 rentable square feet leased during the three months ended September 30, 2012.  Approximately 75% of the number of leases executed during the three months ended September 30, 2012, did not include concessions for free rent.  Weighted average lease term for the three months ended September 30, 2012, was 6.8 years.

 

For the nine months ended September 30, 2012, we executed a total of 146 leases for approximately 2,603,000 rentable square feet at 77 different properties (excluding month-to-month leases).  Of this total, approximately 1,161,000 rentable square feet related to new or renewal leases of previously leased space (renewed/re-leased space), and approximately 1,442,000 rentable square feet related to developed, redeveloped, or previously vacant space.  Of the 1,442,000 rentable square feet, approximately 829,000 rentable square feet related to our development or redevelopment programs, and the remaining approximately 613,000 rentable square feet related to previously vacant space.  Rental rates for this renewed/re-leased space were, on average, approximately 1.9% lower on a cash basis and approximately 5.9% higher on a GAAP basis than rental rates for the respective expiring leases.  Excluding one lease for 48,000 rentable square feet related to one client tenant in the Research Triangle Park market and one lease for 71,000 rentable square feet related to one client tenant in the Suburban Washington, D.C., market, rental rates for renewed/re-leased space were, on average, 0.1% higher and 7.3% higher than rental rates for expiring leases on a cash and GAAP basis, respectively.  Additionally, we granted tenant concessions, including free rent averaging approximately 1.7 months, with respect to the 2,603,000 rentable square feet leased during the nine months ended September 30, 2012.  Approximately 71% of the number of leases executed during the nine months ended September 30, 2012, did not include concessions for free rent.  Weighted average lease term for the nine months ended September 30, 2012, was 7.1 years.

 

As of September 30, 2012, approximately 94% of our leases (on a rentable square footage basis) were triple net leases, requiring client tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.  Additionally, approximately 96% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed or indexed based on a consumer price index or another index, and approximately 91% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures.

 

49



Table of Contents

 

Summary of Lease Expirations

 

The following table summarizes information with respect to the lease expirations at our properties as of September 30, 2012:

 

Year of Lease Expiration

 

Number of Leases Expiring

 

RSF of Expiring Leases

 

Percentage of
Aggregate Total RSF

 

Annualized Base Rent of
Expiring Leases (per RSF)

2012

 

21

 (1)

 

490,382

 (1)

 

3.5

%

 

$25.84

2013

 

88

 

 

953,531

 

 

6.9

%

 

$28.31

2014

 

86

 

 

1,237,589

 

 

8.9

%

 

$30.23

2015

 

67

 

 

1,259,426

 

 

9.1

%

 

$31.81

2016

 

52

 

 

1,432,820

 

 

10.3

%

 

$30.33

2017

 

59

 

 

1,506,498

 

 

10.9

%

 

$30.38

2018

 

19

 

 

1,143,754

 

 

8.3

%

 

$39.62

2019

 

16

 

 

595,324

 

 

4.3

%

 

$34.18

2020

 

15

 

 

731,680

 

 

5.3

%

 

$40.36

2021

 

19

 

 

697,828

 

 

5.0

%

 

$38.70

Thereafter

 

32

 

 

2,151,820

 

 

15.5

%

 

$39.15

 

 

 

 

 

Annualized

 

 

 

 

2012 RSF of Expiring Leases

 

Base Rent of

 

 

 

 

 

 

Negotiating/

 

Targeted for

 

Remaining

 

 

 

Expiring Leases

 

Market Rent

Market

 

Leased

 

Anticipating

 

Redevelopment

 

Expiring Leases

 

Total

 

(per RSF)

 

per RSF (2)

Greater Boston

 

13,091

 

3,169

 

 

40,207

 

56,467

 

$

31.58

 

$

25.00 - $59.00

San Francisco Bay

 

 

 

32,074

(3)

21,176

 

53,250

 

63.16

 

$

20.00 - $47.00

San Diego

 

23,218

 

 

243,550

 (4)

3,000

 

269,768

 

21.94

 

$

16.00 - $36.00

Greater NYC

 

 

 

 

 

 

 

N/A

Suburban Washington, D.C.

 

 

 

 

 

 

 

$

14.00 - $32.00

Seattle

 

14,198

 

 

66,776

(5)

5,339

 

86,313

 

13.38

 

$

17.00 - $44.00

Research Triangle Park

 

4,575

 

 

 

10,052

 

14,627

 

24.34

 

$

10.00 - $32.00

Canada

 

 

 

 

 

 

 

N/A

Non-cluster markets

 

 

 

 

 

 

 

N/A

Asia

 

 

 

 

9,957

 

9,957

 

9.77

 

$

8.00 - $26.00

Total

 

55,082

 

3,169

 

342,400

 

89,731

 

490,382

 (1)

$

25.84

 

 

Percentage of expiring leases

 

11

 %

1

 %

70

 %

18

 %

100

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annualized

 

 

 

 

2013 RSF of Expiring Leases

 

Base Rent of

 

 

 

 

 

 

Negotiating/

 

Targeted for

 

Remaining

 

 

 

Expiring Leases

 

Market Rent

Market

 

Leased

 

Anticipating

 

Redevelopment

 

Expiring Leases

 

Total

 

(per RSF)

 

per RSF (2)

Greater Boston

 

 

102,215

 

 

80,290

 

182,505

 

$

39.33

 

$

25.00 - $59.00

San Francisco Bay

 

 

51,281

 

 

234,764

 

286,045

 

26.18

 

$

20.00 - $47.00

San Diego

 

2,835

 

 

 

128,876

 

131,711

 

21.73

 

$

16.00 - $36.00

Greater NYC

 

 

 

 

 

 

 

N/A

Suburban Washington, D.C.

 

 

66,162

 

54,906

 (6)

127,190

 

248,258

 

30.55

 

$

14.00 - $32.00

Seattle

 

 

 

 

 

 

 

N/A

Research Triangle Park

 

 

16,560

 

 

52,928

 

69,488

 

18.62

 

$

10.00 - $32.00

Canada

 

 

 

 

 

 

 

N/A

Non-cluster markets

 

 

4,006

 

 

21,224

 

25,230

 

16.85

 

$

14.00 - $22.00

Asia

 

 

2,314

 

 

7,980

 

10,294

 

15.54

 

$

8.00 - $26.00

Total

 

2,835

 

242,538

 

54,906

 

653,252

 

953,531

 

$

28.31

 

 

Percentage of expiring leases

 

 %

25

 %

6

 %

69

 %

100

 %

 

 

 

 

(1)                  Excludes 10 month-to-month leases for approximately 25,000 rentable square feet.

(2)                  Based upon rental rates achieved in recently executed leases over the trailing 12 months.

(3)                  Represents a future redevelopment project containing 32,074 rentable square feet at 2625/2627/2631 Hanover Street in the Palo Alto submarket.  The current lease expiration date is December 31, 2012.  The client tenant may extend the lease on a short-term basis.  Upon rollover, we expect to commence redevelopment of this property.

(4)                  Represents a project containing 176,500 rentable square feet of non-laboratory space at 3013/3033 Science Park Road, which consists of two buildings acquired in April 2012.  The property was 100% leased on a short-term basis and, upon rollover in the fourth quarter of 2012, we expect to redevelop approximately 98,000 rentable square feet.  The remaining 78,500 rentable square feet will be classified as future developable square feet.  Also, represents a future redevelopment project containing 67,000 rentable square feet at 4757 Nexus Center Drive.  The current lease expiration date at 4757 Nexus Center Drive is November 14, 2012.

(5)                  Represents a future redevelopment project containing 66,776 rentable square feet of office space at 1616 Eastlake Boulevard in the Seattle market. Of the 66,776 rentable square feet targeted for redevelopment into laboratory space, approximately 41,000 rentable square feet, or 61%, has been pre-leased.  Redevelopment of this space began in October 2012.

(6)                  Represents a project containing 54,906 rentable square feet at 5 Research Court in the Rockville submarket.  We expect to redevelop the asset into single or multi-tenant laboratory space beginning in the fourth quarter of 2013.

 

50



Table of Contents

 

Client tenants

 

Our life science properties are leased to a diverse group of client tenants, with no client tenant accounting for more than 7.3% of our annualized base rent.  The following table sets forth information regarding leases with our 20 largest client tenants based upon annualized base rent as of September 30, 2012 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remaining Lease

 

Approximate
Aggregate

 

Percentage
of
Aggregate

 

 

 

Percentage
of
Aggregate

 

Investment-Grade Entities (3)

 

 

 

 

 

 

 

Number

 

Term in Years

 

Rentable

 

Total

 

Annualized

 

Annualized

 

Fitch

 

Moody’s

 

S&P

 

Education/

 

 

 

Client Tenant

 

of Leases

 

(1)

 

(2)

 

Square Feet

 

Square Feet

 

Base Rent

 

Base Rent

 

Rating

 

Rating

 

Rating

 

Research

 

1

 

Novartis AG

 

11

 

4.1

 

 

4.3

 

 

608,876

 

3.7

%

 

$

30,544

 

7.3

%

 

AA

 

Aa2

 

AA-

 

 

2

 

Bristol-Myers Squibb Company

 

6

 

5.1

 

 

5.4

 

 

419,624

 

2.5

 

 

15,840

 

3.8

 

 

A+

 

A2

 

A+

 

 

3

 

Eli Lilly and Company

 

5

 

8.8

 

 

10.4

 

 

262,182

 

1.6

 

 

15,048

 

3.6

 

 

A

 

A2

 

AA-

 

 

4

 

FibroGen, Inc.

 

1

 

11.1

 

 

11.1

 

 

234,249

 

1.4

 

 

14,197

 

3.4

 

 

 

 

 

 

5

 

Roche

 

3

 

5.5

 

 

5.6

 

 

348,918

 

2.1

 

 

13,867

 

3.3

 

 

AA-

 

A1

 

AA-

 

 

6

 

Illumina, Inc.

 

1

 

19.1

 

 

19.1

 

 

346,581

 

2.1

 

 

13,474

 

3.2

 

 

 

 

 

 

7

 

United States Government

 

8

 

4.3

 

 

5.3

 

 

324,577

 

1.9

 

 

12,727

 

3.0

 

 

AAA

 

Aaa

 

AA+

 

 

8

 

GlaxoSmithKline plc

 

4

 

7.2

 

 

6.9

 

 

207,812

 

1.2

 

 

10,238

 

2.4

 

 

A+

 

A1

 

A+

 

 

9

 

Celgene Corporation

 

4

 

9.0

 

 

8.9

 

 

255,780

 

1.5

 

 

9,565

 

2.3

 

 

 

Baa2

 

BBB+

 

 

10

 

Massachusetts Institute of Technology

 

3

 

4.7

 

 

4.9

 

 

178,952

 

1.1

 

 

8,230

 

2.0

 

 

 

Aaa

 

AAA

 

ü

 

11

 

The Regents of the University of California

 

3

 

8.9

 

 

8.9

 

 

182,242

 

1.1

 

 

7,435

 

1.8

 

 

AA+

 

Aa1

 

AA

 

ü

 

12

 

NYU-Neuroscience Translational Research Institute

 

2

 

13.2

 

 

12.4

 

 

78,597

 

0.5

 

 

6,993

 

1.7

 

 

 

Aa3

 

AA-

 

ü

 

13

 

Alnylam Pharmaceuticals, Inc. (4)

 

1

 

4.0

 

 

4.0

 

 

129,424

 

0.8

 

 

6,066

 

1.4

 

 

 

 

 

 

14

 

Gilead Sciences, Inc.

 

1

 

7.8

 

 

7.8

 

 

109,969

 

0.7

 

 

5,824

 

1.4

 

 

 

Baa1

 

A-

 

 

15

 

Pfizer Inc.

 

2

 

6.7

 

 

6.5

 

 

116,518

 

0.7

 

 

5,502

 

1.3

 

 

A+

 

A1

 

AA

 

 

16

 

The Scripps Research Institute

 

2

 

4.2

 

 

4.1

 

 

99,377

 

0.6

 

 

5,197

 

1.2

 

 

AA-

 

Aa3

 

 

ü

 

17

 

Theravance, Inc. (5)

 

2

 

7.7

 

 

7.7

 

 

130,342

 

0.8

 

 

4,895

 

1.2

 

 

 

 

 

 

18

 

Infinity Pharmaceuticals, Inc.

 

2

 

2.3

 

 

2.3

 

 

68,020

 

0.4

 

 

4,423

 

1.1

 

 

 

 

 

 

19

 

Qiagen N.V.

 

2

 

3.8

 

 

3.8

 

 

158,879

 

0.9

 

 

4,380

 

1.0

 

 

 

 

 

 

20

 

Quest Diagnostics Incorporated

 

1

 

4.3

 

 

4.3

 

 

248,186

 

1.5

 

 

4,341

 

1.0

 

 

BBB+

 

Baa2

 

BBB+

 

 

 

 

Total/Weighted Average:

 

64

 

7.1

 

 

7.5

 

 

4,509,105

 

27.1

%

 

$

198,786

 

47.4

%

 

 

 

 

 

 

 

 

 

 

(1)         Represents remaining lease term in years based on percentage of leased square feet.

(2)         Represents remaining lease term in years based on percentage of annualized base rent in effect as of September 30, 2012.

(3)         Ratings obtained from Fitch Ratings, Moody’s Investors Service, and Standard & Poor’s.

(4)         As of June 30, 2012, Novartis AG owned approximately 11% of the outstanding stock of Alnylam Pharmaceuticals, Inc.

(5)         As of July 25, 2012, GlaxoSmithKline plc owned approximately 27% of the outstanding stock of Theravance, Inc.

 

The chart below shows client tenant business type by annualized base rent as of September 30, 2012:

 

 

 

GRAPHIC

 

51



Table of Contents

 

Location of properties

 

The locations of our properties are diversified among a number of life science cluster markets.  The following table sets forth, as of September 30, 2012, the total rentable square feet and annualized base rent of our properties in each of our existing markets (dollars in thousands):

 

 

 

Rentable Square Feet

 

Number of

 

 

Market

 

Operating

 

Development

 

Redevelopment

 

Total

 

% Total

 

Properties

 

Annualized Base Rent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater Boston

 

2,789,481

 

303,143

 

329,438

 

3,422,062

 

21

%

 

35

 

 

$

107,743

 

26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay

 

2,252,790

 

456,740

 

53,980

 

2,763,510

 

16

 

 

25

 

 

88,535

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Diego

 

2,628,695

 

127,373

 

53,784

 

2,809,852

 

17

 

 

36

 

 

82,974

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater NYC

 

534,827

 

 

 

534,827

 

3

 

 

6

 

 

31,278

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suburban Washington, D.C.

 

2,334,863

 

 

101,183

 

2,436,046

 

15

 

 

31

 

 

48,768

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seattle

 

694,042

 

 

52,141

 

746,183

 

4

 

 

10

 

 

27,052

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research Triangle Park

 

941,807

 

 

 

941,807

 

6

 

 

14

 

 

19,213

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

1,096,077

 

 

 

1,096,077

 

7

 

 

5

 

 

9,172

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cluster markets

 

61,002

 

 

 

61,002

 

 

 

2

 

 

599

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North America

 

13,333,584

 

887,256

 

590,526

 

14,811,366

 

89

 

 

164

 

 

415,334

 

99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

592,188

 

618,976

 

112,061

 

1,323,225

 

8

 

 

9

 

 

4,588

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

13,925,772

 

1,506,232

 

702,587

 

16,134,591

 

97

 

 

173

 

 

$

419,922

 

100

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations

 

504,130

 

 

 

504,130

 

3

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

14,429,902

 

1,506,232

 

702,587

 

16,638,721

 

100

%

 

177

 

 

 

 

 

 

 

(1)               Annualized base rent means the annualized fixed base rental amount in effect as of September 30, 2012 (using rental revenue computed on a straight-line basis in accordance with GAAP).  Represents annualized base rent related to our operating rentable square feet.

 

Our average occupancy rate for operating properties as of December 31 of each year from 2000 to 2011, and September 30, 2012, was approximately 94.9%.  Our average occupancy rate for operating and redevelopment properties as of December 31 of each year from 2000 to 2011, and September 30, 2012, was approximately 88.7%.

 

52



Table of Contents

 

Value-added projects

 

A key component of our business model is our value-added development and redevelopment programs. These programs are focused on providing high-quality, generic, and reusable life science laboratory space to meet the real estate requirements of a wide range of clients in the life science industry.  Upon completion, each value-added project is expected to generate significant revenues and cash flows.  Our development and redevelopment projects are generally in locations that are highly desirable to life science entities, which we believe results in higher occupancy levels, longer lease terms, and higher rental income and returns.

 

Development projects generally consist of the ground-up development of generic and reusable life science laboratory facilities.  Redevelopment projects generally consist of the permanent change in use of office, warehouse, and shell space into generic life science laboratory space, including the conversion of single-tenancy space to multi-tenancy space, or vice versa.  We anticipate execution of new active development projects for aboveground vertical construction of new life science laboratory space generally only with pre-leasing.  Preconstruction activities include entitlements, permitting, design, site work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements.  Our objective also includes the advancement of preconstruction efforts to reduce the time required to deliver projects to prospective client tenants.  These critical activities add significant value for future ground-up development and are required for the vertical construction of buildings.  Ultimately, these projects will provide high-quality facilities for the life science industry and are expected to generate significant revenue and cash flows for the Company.

 

Development and redevelopment projects in Asia represent development opportunities focusing on life science laboratory space for our current client tenants and other life science entities.  These projects focus on real estate investments with targeted returns on investment greater than returns expected in the U.S.  We have approximately 422,000 square feet undergoing construction in India.  Additionally, we have a two-building development project located in North China aggregating approximately 309,000 rentable square feet undergoing construction.  Our development, redevelopment, and preconstruction projects as well as certain real estate in Asia are classified as construction in progress.

 

Our investments in real estate, net, consisted of the following as of September 30, 2012 (dollars in thousands):

 

 

 

September 30, 2012

 

 

 

Book Value

 

Square Feet

 

Land (related to rental properties)

 

$

 

506,823

 

 

 

 

Buildings and building improvements

 

4,682,998

 

 

 

Other improvements

 

184,301

 

 

 

Rental properties

 

5,374,122

 

14,429,902

 

Less: accumulated depreciation

 

(854,332

)

 

 

Rental properties, net

 

4,519,790

 

 

 

 

 

 

 

 

 

Construction in progress (“CIP”)/current value-added projects:

 

 

 

 

 

Active development in North America

 

304,619

 

887,256

 

Active redevelopment in North America

 

277,506

 

590,526

 

Generic infrastructure/building improvement projects in North America

 

72,739

 

 

Active development and redevelopment in Asia

 

95,301

 

731,037

 

 

 

750,165

 

2,208,819

 

 

 

 

 

 

 

Subtotal

 

5,269,955

 

16,638,721

 

 

 

 

 

 

 

Land/future value-added projects:

 

 

 

 

 

Land held for future development in North America

 

326,932

 

5,451,000

 

Land undergoing preconstruction activities (additional CIP) in North America

 

597,631

 

2,370,000

 

Land held for future development/land undergoing preconstruction activities (additional CIP) in Asia

 

78,511

 

6,789,000

 

 

 

1,003,074

 

14,610,000

 

 

 

 

 

 

 

Investment in unconsolidated real estate entity

 

26,998

 

414,000

 

Investments in real estate, net

 

$

 

6,300,027

 

 

31,662,721

 

 

53



Table of Contents

 

The following table provides detail on our North America development and redevelopment projects as of September 30, 2012 (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Project RSF

 

Leased Status RSF

 

Investment

 

Initial Stabilized

 

Project

 

 

 

 

 

Market – Submarket/

 

In

 

 

 

 

 

 

 

 

 

 

 

 

 

% Leased/

 

September 30, 2012

 

To Complete

 

Total at

 

Yield (1)

 

Start

 

Occupancy

 

Stabilization

 

Property

 

Service

 

CIP

 

Total

 

Leased

 

Negotiating

 

Marketing

 

Total

 

Negotiating

 

In Service

 

CIP

 

2012

 

Thereafter

 

Completion

 

Cash

 

GAAP

 

Date

 

Date

 

Date

 

Development projects in North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater Boston – Cambridge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

225 Binney Street

 

 

303,143

 

303,143

 

303,143

 

 

 

303,143

 

100%

 

$

 

$

84,163

 

$

8,788

 

$

87,322

 

$

180,273

 

7.5%

 

8.1%

 

4Q11

 

4Q13

 

4Q13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay – Mission Bay

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

499 Illinois Street (2)

 

 

222,780

 

222,780

 

 

 

222,780

 

222,780

 

 

$

 

$

111,219

 

$

2,867

 

$

39,123

 

$

153,209

 

6.4%

 

7.2%

 

2Q11

 

2Q14

 

1Q15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay – South SF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

259 East Grand Avenue (3)

 

 

170,618

 

170,618

 

170,618

 

 

 

170,618

 

100%

 

$

 

$

45,226

 

$

13,498

 (3)

$

22,137

 (3)

$

80,861

 

7.8-8.2%

 

7.8-8.2%

 

1Q12

 

4Q12

 

4Q12

 

400/450 East Jamie Court

 

99,694

 

63,342

 

163,036

 

127,732

 

 

35,304

 

163,036

 

78%

 

$

58,481

 

$

39,340

 

$

5,962

 

$

9,230

 

$

113,013

 

4.2%

 

4.3%

 

4Q06

 

3Q11

 

2Q13

 

Other - 400/450 East Jamie Court (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

20,659

 

$

(20,659

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Diego – University Town Center

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5200 Illumina Way

 

 

127,373

 

127,373

 

127,373

 

 

 

127,373

 

100%

 

$

 

$

45,330

 

$

2,229

 

$

1,741

 

$

49,300

 

7.0%

 

10.8%

 

4Q10

 

4Q12

 

4Q12

 

Development projects in North America

 

99,694

 

887,256

 

986,950

 

728,866

 

 

258,084

 

986,950

 

74%

 

$

79,140

 

$

304,619

 

$

33,344

 

$

159,553

 

$

576,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopment projects in North America

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Greater Boston – Cambridge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

400 Technology Square

 

 

212,123

 

212,123

 

169,939

 

 

42,184

 

212,123

 

80%

 

$

 

$

111,297

 

$

15,891

 

$

17,500

 

$

144,688

 

8.1%

 

8.9%

 

4Q11

 

4Q12

 

4Q13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seattle – Lake Union

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1551 Eastlake Avenue

 

65,342

 

52,141

 

117,483

 

74,914

 

8,000

 

34,569

 

117,483

 

71%

 

$

36,148

 

$

20,366

 

$

2,730

 

$

4,766

 

$

64,010

 

6.7%

 

6.7%

 

4Q11

 

4Q11

 

4Q13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Suburban and other redevelopment projects

 

18,461

 

326,262

 

344,723

 

211,388

 

55,270

 

78,065

 

344,723

 

77%

 

$

11,840

 

$

151,650

 

$

7,504

 

$

37,590

 

$

208,584

 

 

 

 

 

 

 

 

 

 

 

Other – suburban and other redevelopment projects (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,807

 

$

(5,807

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopment projects in North America

 

83,803

 

590,526

 

674,329

 

456,241

 

63,270

 

154,818

 

674,329

 

77%

 

$

53,795

 

$

277,506

 

$

26,125

 

$

59,856

 

$

417,282

 

 

 

 

 

 

 

 

 

 

 

Total development and redevelopment projects in North America

 

183,497

 

1,477,782

 

1,661,279

 

1,185,107

 

63,270

 

412,902

 

1,661,279

 

75%

 

$

132,935

 

$

582,125

 

$

59,469

 

$

219,409

 

$

993,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)         As of September 30, 2012, 96% of our overall leases contained annual rent escalations that were either fixed or based on a consumer price index or another index.  Our Initial Stabilized Yield on a cash basis reflects cash rents upon stabilization and does not reflect contractual rent escalations beyond the stabilization date.  We expect, on average, our contractual cash rents related to our value-added projects to increase over time.

(2)         The cash and GAAP Initial Stabilized Yields related to the development of 499 Illinois Street declined by approximately 0.3% and 0.2%, respectively, to allow for a slightly longer absorption period.  Despite this change, we still expect to achieve overall yields for the entire project (including the occupied portion of 409 Illinois Street) within our original expectations of 6.5%-7.0% and 7.2%-7.6% for cash and GAAP, respectively.

(3)         Funding for this project will be provided primarily by the $55.0 million secured construction loan we closed in June 2012.

(4)         As of the period end, some portion of the real estate basis associated with the rentable square feet under development or redevelopment was classified as in service because activities necessary to prepare the asset for its intended use were no longer in process.  In the near future, we anticipate recommencing activities necessary to prepare the asset for its intended use upon execution of leasing and final decisions related to the design of each space.

 

54



Table of Contents

 

The following table summarizes the components of the square footage of our future value-added projects in North America as of September 30, 2012:

 

Market

 

Land Undergoing

Preconstruction Activities

(additional CIP)

 

Land Held for

Future Development

 

Total Land (1)

 

Future

Redevelopment (2)

 

 

 

 

 

 

 

 

 

 

 

Greater Boston

 

 

 

1,589,000

 (3)

155,000

 

1,744,000

 

119,000

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay - Mission Bay

 

 

 

 

290,000

 

290,000

 

 

 

 

 

 

 

 

 

 

 

 

San Francisco Bay - South San Francisco

 

 

 

 

1,024,000

 

1,024,000

 

40,000

 

 

 

 

 

 

 

 

 

 

 

San Diego

 

 

 

255,000

 (4)

522,000

 

777,000

 

264,000

 

 

 

 

 

 

 

 

 

 

 

Greater NYC

 

 

 

420,000

(1) (5)

 

420,000

 

 

 

 

 

 

 

 

 

 

 

 

Suburban Washington, D.C.

 

 

 

 

1,274,000

 

1,274,000

 

416,000

 

 

 

 

 

 

 

 

 

 

 

Seattle

 

 

 

106,000

 (6)

959,000

 

1,065,000

 

82,000

 

 

 

 

 

 

 

 

 

 

 

Other markets

 

 

 

 

1,085,000

 

1,085,000

 

105,000

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

 

 

142,000

 

142,000

 

 

 

 

 

 

 

 

 

 

 

 

Total future value-added projects in North America

 

 

 

2,370,000

 

5,451,000

 

7,821,000

 

1,026,000

 

(1)

In addition to assets included in our gross investment in real estate, we hold options/rights for parcels supporting the future ground-up development of approximately 385,000 rentable square feet in Alexandria Center™ for Life Science – New York City related to an option under our ground lease.

 

(2)

Our asset base also includes non-laboratory space (office, warehouse, and industrial space) identified for future conversion into life science laboratory space through redevelopment. These spaces are classified in investments in real estate, net, in the condensed consolidated balance sheets.

 

(3)

Represents preconstruction related to four future ground-up development projects aggregating 1.6 million rentable square feet related to The Alexandria Center™ at Kendall Square.

 

(4)

Represents preconstruction related to a future development site for 205,000 rentable square feet in Torrey Pines. This site also contains a parking structure and other improvements. Additionally, this also includes a future development site for 50,000 rentable square feet in University Town Center.

 

(5)

Represents preconstruction related to a future ground-up development project for 419,806 rentable square feet for the West Tower of the Alexandria Center™ for Life Science – New York City. Our investment to date includes costs related to steel, curtain wall, foundation, and underground parking garage.

 

(6)

Represents preconstruction related to a future ground-up development project for 106,000 rentable square feet in Lake Union.

 

 

55



Table of Contents

 

As of September 30, 2012, our rental properties, net, in Asia, were made up of five operating properties aggregating approximately 592,000 square feet, with occupancy of 68%.  Annualized base rent of our operating properties in Asia was approximately $4.2 million as of September 30, 2012. Our primary sources of revenues are rental income and tenant recoveries from leases of our properties.  The comparability of financial data from period to period is affected by the timing of our property acquisition, development, and redevelopment activities.

 

Our investments in real estate, net, in Asia, consisted of the following as of September 30, 2012 (dollars in thousands, except per square foot amount):

 

 

 

September 30, 2012

 

 

Book Value

 

Square Feet

 

Cost per

Square Foot

Rental properties, net, in China

 

$

21,435

 

299,484

 

$

72

Rental properties, net, in India

 

31,191

 

292,704

 

107

 

 

 

 

 

 

 

CIP/current value-added projects:

 

 

 

 

 

 

Active development in China

 

56,098

 

309,476

 

181

Active development in India

 

26,337

 

309,500

 

85

Active redevelopment projects in India

 

12,866

 

112,061

 

115

 

 

95,301

 

731,037

 

130

 

 

 

 

 

 

 

Land held for future development/land undergoing preconstruction activities (additional CIP) - India

 

78,511

 

6,789,000

 

12

Total investments in real estate, net, in Asia

 

$

226,438

 

8,112,225

 

$

28

 

The following table provides detail on our Asia development and redevelopment projects as of September 30, 2012 (dollars in thousands):

 

 

 

Project RSF

 

Leased Status RSF

 

Investment

 

 

 

In

 

 

 

 

 

 

 

 

 

 

 

 

 

Leased/

 

September 30, 2012

 

To Complete

 

Total at

 

Description

 

Service

 

CIP

 

Total

 

Leased

 

Negotiating

 

Marketing

 

Total

 

Negotiating %

 

In Service

 

CIP

 

2012

 

Thereafter

 

Completion

 

China development project

 

 

309,476

 

309,476

 

 

 

309,476

 

309,476

 

–%

 

 

$

 

$

56,098

 

$

1,767

 

$

24,435

 

$

82,300

 

India development projects

 

 

309,500

 

309,500

 

 

 

309,500

 

309,500

 

–%

 

 

 

26,337

 

7,939

 

17,509

 

51,785

 

India redevelopment projects

 

29,546

 

112,061

 

141,607

 

29,546

 

44,660

 

67,401

 

141,607

 

52%

 

 

3,729

 

12,866

 

4,774

 

1,340

 

22,709

 

Total active development and redevelopment in Asia

 

29,546

 

731,037

 

760,583

 

 

 

 

 

 

 

 

 

 

 

 

$

3,729

 

$

95,301

 

$

14,480

 

$

43,284

 

$

156,794

 

 

56



Table of Contents

 

Significant balance sheet management milestones (in thousands)

 

Milestones

 

Transaction Date

 

Amount (1)

 

Issuance of common stock under “at the market” common stock offering program (2)

 

June 2012 to

September 2012

 

$

98,429

 

Secured construction loan with aggregate commitment of $55.0 million (3)

 

June 2012

 

$

55,000

 

Amendment of $1.5 billion unsecured senior line of credit (4)

 

April 2012

 

$

1,500,000

 

Redemption of 8.375% Series C Preferred Stock

 

April 2012

 

$

(129,638

)

Issuance of 6.45% Series E Preferred Stock

 

March 2012

 

$

124,868

 

Sale of interest in land parcel to joint venture partner

 

March 2012

 

$

31,360

 

Repayment of 2012 Unsecured Senior Bank Term Loan

 

February 2012

 

$

(250,000

)

4.60% unsecured senior notes offering

 

February 2012

 

$

544,649

 

Repurchase of 3.70% Unsecured Senior Convertible Notes

 

January/April 2012

 

$

(84,801

)

 

(1)

Net of discounts and offering costs, as applicable.

(2)

We may sell, from time to time, up to $250.0 million of our common stock under our “at the market” common stock offering program.

(3)

Outstanding balance of secured construction loan as of September 30, 2012, was approximately $2 million.

(4)

Outstanding balance of unsecured senior line of credit as of September 30, 2012, was approximately $413 million.

 

Investment-grade ratings and key credit metrics

 

In July 2011, we received investment-grade ratings from two major rating agencies.  Receipt of our investment-grade ratings was a significant milestone that we believe will provide long-term value to our stakeholders.  Key strengths of our balance sheet and business that highlight our investment-grade credit profile include balance sheet liquidity, a diverse and creditworthy client tenant base, well-located properties proximate to leading research institutions, favorable lease terms, stable occupancy and cash flows, and demonstrated life science and real estate expertise.  This significant milestone broadens our access to another key source of debt capital and allows us to continue to pursue our long-term capital, investment, and operating strategies.  The issuance of investment-grade unsecured senior notes payable has allowed us to begin the transition from bank debt financing to unsecured senior notes payable, from variable rate debt to fixed rate debt, and from short-term debt to long-term debt.  While this transition of bank debt is in process, we will utilize interest rate swap agreements to reduce our interest rate risk.  We expect to keep our unhedged variable rate debt at less than 20% of our total debt.

 

 

 

Three Months
Ended September 30,

 

Key Credit Metrics (1)

 

2012

 

2011

 

Net debt to adjusted EBITDA

 

7.6x

 

6.8x

 

Net debt to gross assets (excluding cash and restricted cash) (2)

 

38%

 

36%

 

Fixed charge coverage ratio

 

2.5x

 

2.7x

 

Interest coverage ratio

 

3.1x

 

3.4x

 

Unencumbered net operating income as a percentage of total net operating income

 

73%

 

66%

 

Liquidity – unsecured senior line of credit availability and unrestricted cash (2)

 

$1.2 billion

 

$0.8 billion

 

Non-income-producing assets as a percentage of gross real estate (2)

 

25%

 

25%

 

Unhedged variable rate debt as a percentage of total debt (2)

 

15%

 

51%

 

 

(1)

These metrics reflect certain non-GAAP financial measures.  See “Non-GAAP Measures” for more information, including definitions and reconciliations to the most directly comparable GAAP measures.

(2)

At the end of the period.

 

57



Table of Contents

 

Critical Accounting Policies

 

Refer to our annual report on Form 10-K for the year ended December 31, 2011, for a discussion of our critical accounting policies, which include rental properties, net, land held for future development, construction in progress, discontinued operations, impairment of long-lived assets, capitalization of costs, accounting for investments, interest rate hedge agreements, and recognition of rental income and tenant recoveries. There have been no significant changes to these policies during the nine months ended September 30, 2012.

 

Results of operations

 

The following table presents information regarding our asset base and value-added projects as of September 30, 2012 and 2011:

 

 

 

September 30,

 

Rentable square feet

 

2012

 

2011

 

Rentable square feet of operating properties

 

14,429,902

 

13,599,073

 

Rentable square feet of total properties

 

16,638,721

 

14,877,807

 

Number of properties

 

177

 

171

 

Occupancy – operating

 

93.0%

 

94.6%

 

Occupancy – operating and redevelopment

 

88.3%

 

89.3%

 

Annualized base rent per leased rentable square foot

 

$

34.32

 

$

34.39

 

 

As a result of changes within our total property portfolio, the financial data presented in the table on the following page shows significant changes in revenue and expenses from period to period. In order to supplement an evaluation of our results of operations over a given period, we analyze the operating performance for all properties that were fully operating for the entire periods presented (herein referred to as “Same Properties”) separate from properties acquired subsequent to the first period presented, properties undergoing active development and active redevelopment, and corporate entities (legal entities performing general and administrative functions), which are excluded from same property results (herein referred to as “Non-Same Properties”).  Additionally, rental revenues from lease termination fees, if any, are excluded from the results of the Same Properties.  For the three months ended September 30, 2012 and 2011, our Same Properties consisted of 136 operating properties aggregating approximately 10.0 million rentable square feet with occupancy of 93.7% and 93.2% for each period, respectively.  For the nine months ended September 30, 2012 and 2011, our Same Properties consisted of 133 operating properties aggregating approximately 9.8 million rentable square feet with occupancy of 93.7% and 93.5% for each period, respectively.

 

Net operating income is a non-GAAP financial measure equal to income from continuing operations, the most directly comparable GAAP financial measure, plus loss on early extinguishment of debt, depreciation and amortization, interest expense, and general and administrative expense.  We believe net operating income provides useful information to investors regarding our financial condition and results of operations because it reflects primarily those income and expense items that are incurred at the property level.  Therefore, we believe net operating income is a useful measure for evaluating the operating performance of our real estate assets.  Net operating income on a cash basis is net operating income on a GAAP basis, adjusted to exclude the effect of straight-line rent adjustments required by GAAP.  We believe that net operating income on a cash basis is helpful to investors as an additional measure of operating performance because it eliminates straight-line rent adjustments to rental revenue.

 

Further, we believe net operating income is useful to investors as a performance measure, because when compared across periods, net operating income reflects the impact on operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not immediately apparent from income from continuing operations.  Net operating income excludes certain components from income from continuing operations in order to provide results that are more closely related to the results of operations of our properties.  For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level rather than at the property level.  In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level.  Property operating expenses that are included in determining net operating income consist of costs that are related to our operating properties, such as utilities, repairs and maintenance, rental expense related to ground leases, contracted services, such as janitorial, engineering, and landscaping, property taxes and insurance, and property level salaries.  General and administrative expenses consist primarily of accounting and corporate compensation, including stock compensation, corporate insurance, professional fees, office rent, and office supplies, that are incurred as part of corporate office management. Net operating income presented by us may not be comparable to net operating income reported by other equity REITs that define net operating income differently.  We believe that in order to facilitate a clear understanding of our operating results, net operating income should be examined in conjunction with income from continuing operations as presented in our condensed consolidated statements of income.  Net operating income should not be considered as an alternative to income from continuing operations as an indication of our performance, or as an alternative to cash flows as a measure of liquidity, or our ability to make distributions.

 

58



Table of Contents

 

Comparison of the three months ended September 30, 2012, to the three months ended September 30, 2011

 

The following table presents a comparison of the components of net operating income for our Same Properties and Non-Same Properties for the three months ended September 30, 2012, compared to the three months ended September 30, 2011, and a reconciliation of net operating income to income from continuing operations, the most directly comparable financial measure (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2012

 

2011

 

$ Change

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental – Same Properties

 

$

82,008

 

$

81,842

 

$

166

 

%

Rental – Non-Same Properties

 

26,359

 

20,511

 

5,848

 

29

 

Total rental

 

108,367

 

102,353

 

6,014

 

6

 

 

 

 

 

 

 

 

 

 

 

Tenant recoveries – Same Properties

 

27,023

 

27,903

 

(880

)

(3

)

Tenant recoveries – Non-Same Properties

 

7,425

 

5,323

 

2,102

 

39

 

Total tenant recoveries

 

34,448

 

33,226

 

1,222

 

4

 

 

 

 

 

 

 

 

 

 

 

Other income – Same Properties

 

279

 

22

 

257

 

1168

 

Other income – Non-Same Properties

 

2,361

 

2,453

 

(92

)

(4

)

Total other income

 

2,640

 

2,475

 

165

 

7

 

 

 

 

 

 

 

 

 

 

 

Total revenues – Same Properties

 

109,310

 

109,767

 

(457

)

 

Total revenues – Non-Same Properties

 

36,145

 

28,287

 

7,858

 

28

 

Total revenues

 

145,455

 

138,054

 

7,401

 

5

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Rental operations – Same Properties

 

32,739

 

32,473

 

266

 

1

 

Rental operations – Non-Same Properties

 

11,875

 

8,386

 

3,489

 

42

 

Total rental operations

 

44,614

 

40,859

 

3,755

 

9

 

 

 

 

 

 

 

 

 

 

 

Net operating income:

 

 

 

 

 

 

 

 

 

Net operating income – Same Properties

 

76,571

 

77,294

 

(723

)

(1

)

Net operating income – Non-Same Properties

 

24,270

 

19,901

 

4,369

 

22

 

Total net operating income

 

100,841

 

97,195

 

3,646

 

4

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

General and administrative

 

12,485

 

10,289

 

2,196

 

21

 

Interest

 

17,094

 

14,273

 

2,821

 

20

 

Depreciation and amortization

 

47,176

 

38,747

 

8,429

 

22

 

Loss on early extinguishment of debt

 

 

2,742

 

(2,742

)

(100

)

 

 

76,755

 

66,051

 

10,704

 

16

 

Income from continuing operations

 

$

24,086

 

$

31,144

 

$

(7,058

)

(23

%)

 

Rental revenues

 

Total rental revenues for the three months ended September 30, 2012, increased by $6.0 million, or 6%, to $108.4 million, compared to $102.4 million for the three months ended September 30, 2011.  The increase was due to rental revenues from our Non-Same Properties, including eight development and redevelopment projects that were completed and delivered after July 1, 2011, and three operating properties that were acquired after July 1, 2011.

 

59



Table of Contents

 

Tenant recoveries

 

Tenant recoveries for the three months ended September 30, 2012, compared to the three months ended September 30, 2011, increased by $1.2 million, or 4%, to $34.4 million, compared to an increase of $3.7 million, or 9%, of rental operating expenses.  Non-Same Properties tenant recoveries increased by $2.1 million, while Non-Same Properties rental operating expenses increased by $3.5 million, primarily due to some vacancies related to development and redevelopment properties delivered into operating properties since July 1, 2011, and an increase in certain non-recoverable expenses.  As of September 30, 2012, approximately 94% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.

 

Other income

 

Other income for the three months ended September 30, 2012 and 2011, of $2.6 million and $2.5 million, respectively, represents construction management fees, interest, and investment income.  The increase of approximately $0.1 million is primarily due to an increase in construction management fees and interest income, offset by lower investment income, for the three months ended September 30, 2012, compared to the three months ended September 30, 2011.

 

Rental operating expenses

 

Total rental operating expenses for the three months ended September 30, 2012, increased by $3.7 million, or 9%, to $44.6 million, compared to $40.9 million for the three months ended September 30, 2011.  Approximately $3.5 million of the increase was due to an increase in rental operating expenses from our Non-Same Properties, primarily related to eight development and redevelopment projects that were completed and delivered after July 1, 2011, and three operating properties that were acquired after July 1, 2011.  The remaining $0.2 million increase was due to increases in rental operating expenses from our Same Properties.  The increase in rental operating expenses at our Same Properties was primarily due to normal year-over-year increases in repairs and maintenance expenses and rental expense related to ground leases.

 

General and administrative expenses

 

General and administrative expenses for the three months ended September 30, 2012, increased by $2.2 million, or 21%, to $12.5 million, compared to $10.3 million for the three months ended September 30, 2011.  The increase was primarily due to an increase in payroll expenses related to an increase in the number of employees related to the growth in both the depth and breadth of our operations in multiple markets.  Since July 1, 2011, the number of our employees has increased by approximately 14%.  As a percentage of total revenues, general and administrative expenses were 8.6% and 7.5%, respectively, for the three months ended September 30, 2012 and 2011.

 

Interest expense

 

Interest expense for the three months ended September 30, 2012, increased by $2.8 million, or 20%, to $17.1 million, compared to $14.3 million for the three months ended September 30, 2011, detailed as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

Component

 

2012

 

2011

 

Change

 

Secured notes payable

 

$

10,151

 

$

11,652

 

$

(1,501

)

Unsecured senior convertible notes

 

6

 

1,812

 

(1,806

)

Unsecured senior notes payable

 

6,405

 

 

6,405

 

Unsecured senior line of credit

 

2,570

 

6,243

 

(3,673

)

Unsecured senior bank term loan

 

6,237

 

3,666

 

2,571

 

Interest rate swaps

 

5,956

 

5,381

 

575

 

Amortization of loan fees and other interest

 

2,532

 

2,185

 

347

 

Capitalized interest

 

(16,763

)

(16,666

)

(97

)

Total interest expense

 

$

17,094

 

$

14,273

 

$

2,821

 

 

60



Table of Contents

 

Interest expense increased primarily due to the issuance of our unsecured senior notes payable and an increase in the balance outstanding on our unsecured senior bank term loans since July 1, 2011.  This increase was partially offset by repayments of five secured notes payable approximating $45.2 million and repurchases of our 3.70% unsecured senior convertible notes (“3.70% Unsecured Senior Convertible Notes”) aggregating $203.4 million since July 1, 2011.  Interest expense related to our unsecured senior line of credit also decreased, primarily due to a lower average balance outstanding during the three months ended September 30, 2012, compared to the three months ended September 30, 2011, and a decrease in effective interest rate from 2.52% as of September 30, 2011, to 1.43% as of September 30, 2012.   We have entered into certain interest rate swap agreements to hedge a portion of our exposure primarily related to variable interest rates associated with our unsecured senior line of credit and unsecured senior bank term loans (see “Liquidity and Capital Resources - Contractual Obligations – Interest Rate Swap Agreements”).

 

Depreciation and amortization

 

Depreciation and amortization for the three months ended September 30, 2012, increased by $8.5 million, or 22%, to $47.2 million, compared to $38.7 million for the three months ended September 30, 2011.  The increase resulted primarily from increased depreciation related to building improvements and other assets, including eight development and redevelopment projects that were completed and delivered after July 1, 2011, and three operating properties that were acquired after July 1, 2011.

 

Loss on early extinguishment of debt

 

During the three months ended September 30, 2012, we did not recognize any loss on early extinguishment of debt.  During the three months ended September 30, 2011, we recognized an aggregate loss on early extinguishment of debt of approximately $2.7 million related to the repurchase, in privately negotiated transactions, of approximately $121.1 million principal amount of our 3.70% Unsecured Convertible Notes for an aggregate cash price of approximately $122.8 million.

 

(Loss) income from discontinued operations, net

 

Loss from discontinued operations, net, of $5.8 million for the three months ended September 30, 2012, includes the results of the operations of four operating properties that were classified as “held for sale” as of September 30, 2012, and the results of operations of five properties sold during the three months ended September 30, 2012.  Income from discontinued operations, net, of $1.8 million for the three months ended September 30, 2011, includes the results of operations of four properties that were classified as “held for sale” as of September 30, 2012, two properties held for sale as of September 30, 2011, and the results of operations of five properties sold during the three months ended September 30, 2012.

 

Impairment of real estate

 

In September 2012, four properties aggregating 504,130 rentable square feet met the classification requirements for held for sale.  During the three months ended September 30, 2012, we recorded impairment charges aggregating approximately $9.8 million to reduce the aggregate carrying value of the properties to the estimated sales price less costs to sell. We used the preliminary sales price estimates based on offers from prospective buyers as a significant observable input (level 2) within the valuation hierarchy to determine the estimated fair value of these assets.

 

61



Table of Contents

 

Comparison of the nine months ended September 30, 2012, to the nine months ended September 30, 2011

 

The following table presents a comparison of the components of net operating income for our Same Properties and Non-Same Properties for the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011, and a reconciliation of net operating income to income from continuing operations, the most directly comparable financial measure (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

$ Change

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

Rental – Same Properties

 

$

242,447

 

$

241,513

 

$

934

 

%

Rental – Non-Same Properties

 

75,800

 

68,019

 

7,781

 

11

 

Total rental

 

318,247

 

309,532

 

8,715

 

3

 

 

 

 

 

 

 

 

 

 

 

Tenant recoveries – Same Properties

 

78,829

 

79,573

 

(744

)

(1

)

Tenant recoveries – Non-Same Properties

 

20,177

 

15,697

 

4,480

 

29

 

Total tenant recoveries

 

99,006

 

95,270

 

3,736

 

4

 

 

 

 

 

 

 

 

 

 

 

Other income – Same Properties

 

337

 

69

 

268

 

388

 

Other income – Non-Same Properties

 

14,313

 

4,109

 

10,204

 

248

 

Total other income

 

14,650

 

4,178

 

10,472

 

251

 

 

 

 

 

 

 

 

 

 

 

Total revenues – Same Properties

 

321,613

 

321,155

 

458

 

 

Total revenues – Non-Same Properties

 

110,290

 

87,825

 

22,465

 

26

 

Total revenues

 

431,903

 

408,980

 

22,923

 

6

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Rental operations – Same Properties

 

94,360

 

92,108

 

2,252

 

2

 

Rental operations – Non-Same Properties

 

33,524

 

25,906

 

7,618

 

29

 

Total rental operations

 

127,884

 

118,014

 

9,870

 

8

 

 

 

 

 

 

 

 

 

 

 

Net operating income:

 

 

 

 

 

 

 

 

 

Net operating income – Same Properties

 

227,253

 

229,047

 

(1,794

)

(1

)

Net operating income – Non-Same Properties

 

76,766

 

61,919

 

14,847

 

24

 

Total net operating income

 

304,019

 

290,966

 

13,053

 

4

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

General and administrative

 

35,152

 

30,528

 

4,624

 

15

 

Interest

 

51,243

 

48,621

 

2,622

 

5

 

Depreciation and amortization

 

140,778

 

113,326

 

27,452

 

24

 

Loss on early extinguishment of debt

 

2,225

 

6,485

 

(4,260

)

(66

)

 

 

229,398

 

198,960

 

30,438

 

15

 

Income from continuing operations

 

$

74,621

 

$

92,006

 

$

(17,385

)

(19

%)

 

Rental revenues

 

Total rental revenues for the nine months ended September 30, 2012, increased by $8.7 million, or 3%, to $318.2 million, compared to $309.5 million for the nine months ended September 30, 2011.  The increase was due to rental revenues from our Non-Same Properties, including nine development and redevelopment projects that were completed and delivered after January 1, 2011, and six operating properties that were acquired after January 1, 2011.

 

62



Table of Contents

 

Tenant recoveries

 

Total tenant recoveries for the nine months ended September 30, 2012, increased by $3.7 million, or 4%, to $99.0 million, compared to $95.3 million for the nine months ended September 30, 2011.  Same Properties tenant recoveries decreased by $0.8 million while Same Properties rental operating expenses increased by $2.3 million, primarily due to some vacancies and an increase in certain non-recoverable operating expenses from our Same Properties.  The increase of approximately $4.5 million from our Non-Same Properties tenant recoveries was primarily due to nine development and redevelopment projects that were completed and delivered after January 1, 2011, and six operating properties that were acquired after January 1, 2011.  As of September 30, 2012, approximately 94% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.

 

Other income

 

Other income for the nine months ended September 30, 2012 and 2011, of $14.7 million and $4.2 million, respectively, represents construction management fees, interest, and investment income.  The increase of approximately $10.5 million is primarily due to an increase in investment income, including a realized gain of $5.8 million on an equity investment primarily related to one non-tenant life science entity, plus an increase in interest income for the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011.

 

Rental operating expenses

 

Total rental operating expenses for the nine months ended September 30, 2012, increased by $9.9 million, or 8%, to $127.9 million, compared to $118.0 million for the nine months ended September 30, 2011.  Approximately $7.6 million of the increase was due to an increase in rental operating expenses from our Non-Same Properties, primarily related to nine development and redevelopment projects that were completed and delivered after January 1, 2011, and six operating properties that were acquired after January 1, 2011.  The remaining $2.3 million increase was due to increases in rental operating expenses from our Same Properties.  The increase in rental operating expenses at our Same Properties was primarily due to normal year-over-year increases in repairs and maintenance expenses.

 

General and administrative expenses

 

General and administrative expenses for the nine months ended September 30, 2012, increased by $4.7 million, or 15%, to $35.2 million, compared to $30.5 million for the nine months ended September 30, 2011.  The increase was primarily due to costs associated with the Amended and Restated Employment Agreement with our Chief Executive Officer to provide the Company with a performance-based compensation program.  Additionally, the increase in general and administrative expenses was related to an increase in the number of employees related to the growth in both the depth and breadth of our operations in multiple markets.  Since September 30, 2011, the number of our employees has increased by approximately 11%.  As a percentage of total revenues, general and administrative expenses were 8.1% and 7.5%, respectively, for the nine months ended September 30, 2012 and 2011.

 

Interest expense

 

Interest expense for the nine months ended September 30, 2012, increased by $2.6 million, or 5%, to $51.2 million, compared to $48.6 million for the nine months ended September 30, 2011, detailed as follows (in thousands):

 

 

 

Nine Months Ended September 30,

 

Component

 

2012

 

2011

 

Change

 

Secured notes payable

 

$

30,393

 

$

35,274

 

$

(4,881

)

Unsecured senior convertible notes

 

239

 

8,303

 

(8,064

)

Unsecured senior notes payable

 

14,921

 

 

14,921

 

Unsecured senior line of credit

 

13,003

 

21,121

 

(8,118

)

Unsecured senior bank term loan

 

15,412

 

5,838

 

9,574

 

Interest rate swap

 

17,627

 

16,121

 

1,506

 

Amortization of loan fees and other interest

 

7,502

 

6,869

 

633

 

Capitalized interest

 

(47,854

)

(44,905

)

(2,949

)

Total interest expense

 

$

51,243

 

$

48,621

 

$

2,622

 

 

63



Table of Contents

 

Interest expense increased primarily due to the issuance of our unsecured senior notes payable and an increase in the balance outstanding on our unsecured senior bank term loans since January 1, 2011.  This increase was partially offset by repayments of seven secured notes payable approximating $55.7 million and repurchases of all our 3.70% Unsecured Senior Convertible Notes aggregating $295.1 million since January 1, 2011.  Interest expense related to our unsecured senior line of credit also decreased, primarily due to a lower average balance outstanding during the nine months ended September 30, 2012, compared to the nine months ended September 30, 2011, and a decrease in effective interest rate from 2.52% as of September 30, 2011 to 1.43% as of September 30, 2012.   We have entered into certain interest rate swap agreements to hedge a portion of our exposure primarily related to variable interest rates associated with our unsecured senior line of credit and unsecured senior bank term loans (see “Liquidity and Capital Resources - Contractual Obligations – Interest Rate Swap Agreements”).  Capitalized interest for the nine months ended September 30, 2012, increased by $3.0 million, or 7% to $47.9 million, compared to $44.9 million for the nine months ended September 30, 2011, primarily due to increased development and redevelopment activities partially offset by deliveries made since January 1, 2011, and a reduction of our overall interest rates during the nine months ended September 30, 2012, due to our refinancing activities.

 

Depreciation and amortization

 

Depreciation and amortization for the nine months ended September 30, 2012, increased by $27.5 million, or 24%, to $140.8 million, compared to $113.3 million for the nine months ended September 30, 2011.  The increase resulted primarily from increased depreciation related to building improvements and other assets, including nine development and redevelopment projects that were completed and delivered after January 1, 2011, and six operating properties that were acquired after January 1, 2011.  Depreciation also increased as a result of depreciation adjustments necessary to reduce the carrying amount of buildings and improvements to zero in connection with planned redevelopments.

 

Loss on early extinguishment of debt

 

During the nine months ended September 30, 2012, we recognized a loss on early extinguishment of debt of approximately $2.2 million, including $1.6 million related to the write-off of unamortized loan fees upon modification of our unsecured senior line of credit and $0.6 million related to the write-off of unamortized loan fees resulting from the early repayment of $250.0 million of our 2012 Unsecured Senior Bank Term Loan.  During the nine months ended September 30, 2011, we recognized losses on early extinguishment of debt of approximately $6.5 million, composed of an aggregate loss of $5.2 million related to the repurchases, in privately negotiated transactions, of approximately $217.1 million principal amount of our 3.70% Unsecured Convertible Notes for an aggregate cash price of approximately $221.4 million, and a $1.3 million loss related to the write-off of unamortized loan fees upon the early repayment of $500 million of our 2012 Unsecured Term Loan.

 

Income from discontinued operations, net

 

Income from discontinued operations, net, of $0.2 million for the nine months ended September 30, 2012, includes the results of the operations of four operating properties that were classified as “held for sale” as of September 30, 2012, and the results of operations of six properties sold during the nine months ended September 30, 2012.  Income from discontinued operations, net, of $7.9 million for the nine months ended September 30, 2011, includes the results of operations of four properties that were classified as “held for sale” as of September 30, 2012, two properties held for sale as of September 30, 2011, and the results of operations of six properties sold during the nine months ended September 30, 2012.

 

Impairment of real estate

 

In September 2012, four properties aggregating 504,130 rentable square feet met the classification requirements for held for sale.  During the nine months ended September 30, 2012, we recorded impairment charges aggregating approximately $9.8 million to reduce the aggregate carrying value of the properties to the estimated sales price less costs to sell. We used the preliminary sales price estimates based on offers from prospective buyers as a significant observable input (level 2) within the valuation hierarchy to determine the estimated fair value of these assets.

 

64



Table of Contents

 

Liquidity and capital resources

 

Overview

 

We expect to meet certain long-term liquidity requirements, such as requirements for property acquisitions, development, redevelopment, other construction projects, capital improvements, tenant improvements, leasing costs, non-incremental revenue generating expenditures, and scheduled debt maturities, through net cash provided by operating activities, periodic asset sales, and long-term secured and unsecured indebtedness, including borrowings under our unsecured senior line of credit, unsecured senior bank term loans, and the issuance of additional debt and/or equity securities.

 

We expect to continue meeting our short-term liquidity and capital requirements, as further detailed in this section, generally through our working capital and net cash provided by operating activities.  We believe that the net cash provided by operating activities will continue to be sufficient to enable us to make the distributions necessary to continue qualifying as a REIT.

 

Over the next several years, our balance sheet, capital structure, and liquidity objectives are as follows:

 

·                  Reduce leverage as a percentage of total gross assets and improve our ratio of debt to earnings before interest, taxes, depreciation, and amortization;

·                  Maintain diverse sources of capital, including sources from net cash flows from operating activities, unsecured debt, secured debt, selective asset sales, joint ventures, preferred stock, and common stock;

·                  Manage the amount of debt maturing in a single year;

·                  Refinance outstanding medium-term variable rate bank debt with longer-term fixed rate debt;

·                  Mitigate unhedged variable rate debt exposure by transitioning our balance sheet debt from short-term and medium-term variable rate bank debt to long-term unsecured fixed rate debt and utilizing interest rate swap agreements in the interim period during this transition of debt;

·                  Maintain adequate liquidity from net cash provided by operating activities, cash and cash equivalents, and available borrowing capacity under our unsecured senior line of credit;

·                  Maintain available borrowing capacity under our unsecured senior line of credit in excess of 50% of the total commitments of $1.5 billion, except temporarily as necessary;

·                  Fund preferred stock and common stock dividends from net cash provided by operating activities;

·                  Retain positive cash flows from operating activities after payment of dividends for reinvestment in acquisitions and/or development and redevelopment projects; and

·                  Reduce our non-income-producing assets as a percentage of our gross investment in real estate.

 

Cash flows

 

We report and analyze our cash flows based on operating activities, investing activities, and financing activities.  The following table summarizes changes in the Company’s cash flows for the nine months ended September 30, 2012 and 2011 (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

Change

 

Net cash provided by operating activities

 

$

227,490

 

$

179,972

 

$

47,518

 

Net cash used in investing activities

 

$

(408,395

)

$

(595,502

)

$

187,107

 

Net cash provided by financing activities

 

$

196,204

 

$

397,329

 

$

(201,125

)

 

Operating activities

 

Cash flows provided by operating activities consisted of the following amounts (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

Change

 

Net cash provided by operating activities

 

$

227,490

 

$

179,972

 

$

47,518

 

Changes in assets and liabilities

 

(12,355

)

34,830

 

(47,185

)

Net cash provided by operating activities before changes in assets and liabilities

 

$

215,135

 

$

214,802

 

$

333

 

 

65



Table of Contents

 

Net cash provided by operating activities for the nine months ended September 30, 2012, increased by $47.5 million, or 26%, to $227.5 million, compared to $180.0 million for the nine months ended September 30, 2011.  The increase resulted primarily from changes in assets and liabilities for the nine months ended September 30, 2012, compared to the same period in 2011. Excluding the increase in operating cash flow from changes in operating assets and liabilities, cash flow from operations increased by $0.3 million, to $215.1 million, compared to $214.8 million for the nine months ended September 30, 2011, primarily due to the timing of acquisitions and dispositions and the start of and completion of development and redevelopment properties since January 1, 2011.  We believe our cash flows from operating activities provide a stable source of cash to fund operating expenses.  As of September 30, 2012, approximately 94% of our leases (on a rentable square footage basis) were triple net leases, requiring client tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.  Our average occupancy rate for operating properties as of September 30, 2012, and December 31 of each year from 2000 to 2011 was approximately 94.9 %.  Our average occupancy rate for operating and redevelopment properties as of September 30, 2012, and December 31 of each year from 2000 to 2011 was approximately 88.7%.

 

Investing activities

 

Net cash used in investing activities for the nine months ended September 30, 2012, was $408.4 million, compared to $595.5 million for the nine months ended September 30, 2011.  This change consisted of the following amounts (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

Change

 

Proceeds from sale of property

 

$

36,179

 

$

17,339

 

$

18,840

 

Additions to properties

 

(406,066

)

(293,688

)

(112,378

)

Purchase of properties

 

(42,171

)

(307,839

)

265,668

 

Other

 

3,663

 

(11,314

)

14,977

 

Net cash used in investing activities

 

$

(408,395

)

$

(595,502

)

$

187,107

 

 

The change in net cash used in investing activities for the nine months ended September 30, 2012, is primarily due to a lower investment amount in property acquisitions in the nine months ended September 30, 2012, as compared to the nine months ended September 30, 2011, offset by increased capital expenditures related to our development and redevelopment projects during the nine months ended September 30, 2012.

 

Real estate asset sales

 

See discussion in “Sources of Capital – Real Estate Asset Sales.”

 

Acquisitions

 

In April 2012, we acquired 3013/3033 Science Park Road located in the San Diego market, which consists of two life science laboratory buildings aggregating 176,500 rentable square feet, for approximately $13.7 million.  The property was 100% leased on a short-term basis, and thereafter, we expect to redevelop approximately 98,000 rentable square feet.  The remaining square footage will be classified as future developable square feet once the existing client tenant vacates.  We expect to provide an estimate of our initial stabilized yields in the future upon commencement of development/redevelopment activity.  Initial Stabilized yield is calculated as the quotient of net operating income and our investment in the property at stabilization (“Initial Stabilized Yield”).

 

Development and redevelopment

 

As of September 30, 2012, 96% of our overall leases contained annual rent escalations that were either fixed or based on a consumer price index or another index.  Our Initial Stabilized Yield on a cash basis reflects cash rents upon stabilization and does not reflect contractual rent escalations beyond the stabilization date.  We expect, on average, our contractual cash rents related to our value-added projects to increase over time.

 

During the three and nine months ended September 30, 2012, we executed leases aggregating 266,000 and 829,000 rentable square feet, respectively, related to our development and redevelopment projects.

 

In the fourth quarter of 2012, we expect to commence a ground-up development of a multi-tenant laboratory building with 419,806 rentable square feet at 430 East 29th Street, the West Tower of the Alexandria Center™ for Life Science – New York City.  We expect to provide an estimate of our Initial Stabilized Yields next quarter upon commencement of ground-up development.

 

66



Table of Contents

 

From November 2011 to September 2012, we completed the redevelopment of 279,138 rentable square feet, including the completion of 189,562 rentable square feet in September 2012, at 10300 Campus Point Drive, located in the San Diego market.  This property is a multi-tenant campus with 449,759 rentable square feet that is 96% leased to (1) Eli Lilly and Company, (2) The Regents of the University of California, (3) Celgene Corporation, and (4) Covance Inc.  The Initial Stabilized Yield on a cash and GAAP basis for the 279,138 rentable square feet redevelopment project was approximately 7.9% and 7.7%, respectively.

 

In September 2012, we completed the development of 4755 Nexus Center Drive, located in the San Diego market, a single-tenant building with 45,255 rentable square feet that is 100% leased to Optimer Pharmaceuticals, Inc.  The Initial Stabilized Yield on a cash and GAAP basis for this project was approximately 6.8% and 7.5%, respectively.

 

In June 2012, we completed the redevelopment of 3530/3550 John Hopkins Court, located in the San Diego market, a multi-tenant campus with 98,320 rentable square feet that is 100% leased to (1) Genomics Institute of the Novartis Research Foundation, a non-profit research institute, and (2) a leading industrial biotechnology company.  The Initial Stabilized Yield on a cash and GAAP basis for this project was approximately 8.9% and 9.1%, respectively.

 

In April 2012, we completed the development of a building located in the Canadian market with 26,426 rentable square feet that is 100% leased to GlaxoSmithKline plc.  The Initial Stabilized Yield on a cash and GAAP basis for this project was approximately 7.7% and 8.3%, respectively.

 

In April 2012, we commenced ground-up development of 360 Longwood Avenue, located in the Longwood Medical Area of the Greater Boston market, our unconsolidated joint venture development project with 414,000 rentable square feet that is 37% pre-leased to the Dana-Farber Cancer Institute, Inc.  Dana-Farber Cancer Institute, Inc. also has an option to lease an additional two floors of approximately 99,000 rentable square feet, or an additional 24% of the total rentable square feet of the project.  We expect to achieve an unlevered Initial Stabilized Yield on a cash and GAAP basis in a range from 8.1% to 8.5% and 8.7% to 9.1%, respectively.  Funding for this project is provided primarily by capital from our joint venture partner and a $213.2 million non-recourse secured construction loan.  Additionally, our share of the future funding is expected to be less than the $22.3 million distribution we received in March 2012, upon admittance of the new partner and refinancing of the project.

 

In January 2012, we commenced a ground-up development of a single-tenant building with 170,618 rentable square feet at 259 East Grand Avenue located in the San Francisco Bay market that is 100% pre-leased to Onyx Pharmaceuticals Inc.  We expect to achieve an Initial Stabilized Yield on both a cash and GAAP basis for this property in a range from 7.8% to 8.2%.  Funding for this project will be provided primarily by the $55.0 million secured construction loan we closed in June 2012.

 

Capital expenditures and tenant improvements

 

See discussion in “Uses of Capital – Summary of Capital Expenditures.”

 

Financing activities

 

Net cash flows provided by financing activities for the nine months ended September 30, 2012, decreased by $201.1 million, to $196.2 million, compared to $397.3 million for the nine months ended September 30, 2011.  This decrease consisted of the following amounts (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

Change

 

Borrowings from secured notes payable

 

$

2,874

 

$

 

$

2,874

 

Repayments of borrowings from secured notes payable

 

(8,125

)

(30,181

)

22,056

 

Proceeds from issuance of unsecured senior notes payable

 

544,649

 

 

544,649

 

Repurchases of unsecured senior convertible notes

 

(84,801

)

(221,439

)

136,638

 

Principal borrowings from unsecured senior line of credit

 

623,147

 

1,990,317

 

(1,367,170

)

Repayment of unsecured senior line of credit

 

(580,147

)

(1,174,317

)

594,170

 

Repayment of unsecured senior bank term loan

 

(250,000

)

(500,000

)

250,000

 

Redemption of Series C Preferred Stock

 

(129,638

)

 

(129,638

)

Proceeds from issuance of Series E Preferred Stock

 

124,868

 

 

124,868

 

Proceeds from issuance of common stock

 

98,443

 

451,539

 

(353,096

)

Dividend payments

 

(114,091

)

(99,055

)

(15,036

)

Other

 

(30,975

)

(19,535

)

(11,440

)

Net cash provided by financing activities

 

$

196,204

 

$

397,329

 

$

(201,125

)

 

67



Table of Contents

 

Closed secured construction loan for development project in San Francisco Bay market

 

In June 2012, we closed a secured construction loan with aggregate commitments of $55.0 million.  The construction loan matures in July 2015, and we have an option to extend the stated maturity date of July 1, 2015, by one year, twice, to July 1, 2017.  The construction loan will be used to fund the majority of the cost to complete the development of a 100% pre-leased life science laboratory building with 170,618 rentable square feet at 259 East Grand Avenue in the San Francisco Bay market.  The construction loan bears interest at the London Interbank Offered Rate (“LIBOR”) or the base rate specified in the construction loan agreement, defined as the higher of either the prime rate being offered by our lender or the federal funds rate in effect on the day of borrowing (“Base Rate”), plus in either case a specified margin of 1.50% for LIBOR borrowings or 0.25% for Base Rate borrowings.  As of September 30, 2012, commitments of $53.0 million were available.

 

4.60% unsecured senior notes payable offering

 

In February 2012, we completed the issuance of our 4.60% unsecured senior notes (“4.60% Unsecured Senior Notes”) due in February 2022.  Net proceeds of approximately $544.6 million were used to repay certain outstanding variable rate bank debt, including the entire $250.0 million of our 2012 Unsecured Senior Bank Term Loan, and approximately $294.6 million of outstanding borrowings under our unsecured senior line of credit.  In connection with the retirement of our 2012 Unsecured Senior Bank Term Loan, we recognized a loss on early extinguishment of debt of approximately $0.6 million related to the write-off of unamortized loan fees for the three months ended March 31, 2012.

 

The requirements of, and our actual performance with respect to, the key financial covenants under our unsecured senior notes payable as of September 30, 2012, are as follows:

 

Covenant Ratios (1)

 

Requirement

 

Actual (2)

Total Debt to Total Assets

 

Less than or equal to 60%

 

39%

Consolidated EBITDA to interest expense

 

Greater than or equal to 1.5x

 

5.9x

Unencumbered Total Asset Value to Unsecured Debt

 

Greater than or equal to 150%

 

259%

Secured Debt to Total Assets

 

Less than or equal to 40%

 

9%

 

(1)

For a definition of the ratios used in the table above, refer to the Indenture dated February 29, 2012, which governs the unsecured senior notes payable, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 29, 2012.

(2)

Actual covenants are calculated pursuant to the specific terms of the Indenture.

 

In addition, the terms of the Indenture, among other things, limit the ability of the Company, Alexandria Real Estate Equities, L.P., and the Company’s subsidiaries to (1) consummate a merger, or consolidate or sell all or substantially all of the Company’s assets, and (2) incur certain secured or unsecured indebtedness.

 

Debt repayments/amendments

 

The following table outlines certain debt repayments and amendments for the nine months ended September 30, 2012 (in thousands):

 

 

 

Nine Months Ended

September 30, 2012

 

 

 

 

 

Loss on Early

 

 

 

Debt

 

Extinguishment

 

 

 

Repayments

 

of Debt

 

Repurchase of 3.70% Unsecured Senior Convertible Notes

 

$

84,801

 

$

 

Repayment of 2012 Unsecured Senior Bank Term Loan

 

250,000

 

623

 

Amendment of $1.5 billion unsecured senior line of credit

 

 

1,602

 

 

 

$

334,801

 

$

2,225

 

 

68



Table of Contents

 

In February 2012, we repaid the entire $250.0 million outstanding balance on our 2012 Unsecured Senior Bank Term Loan.  In connection with the retirement of our 2012 Unsecured Senior Bank Term Loan, we recognized a loss on early extinguishment of debt of approximately $0.6 million related to the write-off of unamortized loan fees for the three months ended March 31, 2012.

 

In April 2012, we amended our $1.5 billion unsecured senior line of credit with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., and Citigroup Global Markets Inc. as joint lead arrangers, and certain lenders, to extend the maturity date of our unsecured senior line of credit, provide an accordion option for up to an additional $500 million, and reduce the interest rate for outstanding borrowings.  The maturity date of the unsecured senior line of credit was extended to April 2017, assuming we exercise our sole right to extend the stated maturity date twice by an additional six months after each exercise.  Borrowings under the unsecured senior line of credit will bear interest at LIBOR or the base rate specified in the amended unsecured senior line of credit agreement, plus in either case a specified margin (the “Applicable Margin”).  The Applicable Margin for LIBOR borrowings under the unsecured senior line of credit was set at 1.20%, down from 2.40% in effect immediately prior to the modification.  In addition to the Applicable Margin, our unsecured senior line of credit is subject to an annual facility fee of 0.25%.  In connection with the modification of our unsecured senior line of credit in April 2012, we recognized a loss on early extinguishment of debt of approximately $1.6 million related to the write-off of a portion of unamortized loan fees for the three months ended June 30, 2012.

 

The requirements of, and our actual performance with respect to, the key financial covenants under our unsecured senior line of credit as of September 30, 2012, are as follows:

 

Covenant Ratios (1)

 

Requirement

 

Actual

Leverage Ratio

 

Less than or equal to 60.0%

 

36%

Fixed Charge Coverage Ratio

 

Greater than or equal to 1.50x

 

2.5x

Secured Debt Ratio

 

Less than or equal to 40.0%

 

8%

Unsecured Leverage Ratio

 

Less than or equal to 60.0%

 

40%

Unsecured Interest Coverage Ratio

 

Greater than or equal to 1.75x

 

7.8x

 

(1)

For a definition of the ratios used in the table above, refer to the amended unsecured senior line of credit and unsecured senior bank term loan agreements, dated as of April 30, 2012, which is filed as an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012.

 

“At the market” common stock offering program

 

In June 2012, we established an “at the market” common stock offering program under which we may sell, from time to time, up to an aggregate of $250.0 million of our common stock through our sales agents, BNY Mellon Capital Markets, LLC and Credit Suisse Securities (USA) LLC, during a three-year period.  During the nine months ended September 30, 2012, we sold an aggregate of 1,366,977 shares of common stock for gross proceeds of approximately $100.0 million at an average stock price of $73.15 and net proceeds of approximately $98.4 million.  This includes the sale of an aggregate of 793,291 shares of common stock for gross proceeds of approximately $59.5 million at an average stock price of $74.97 and net proceeds of approximately $58.5 million during the three months ended September 30, 2012.  As of September 30, 2012, approximately $150.0 million of our common stock remained available for issuance under the “at the market” common stock offering program.

 

Retirement of 3.70% unsecured senior convertible notes

 

During January 2012, we repurchased approximately $83.8 million in principal amount of our 3.70% Unsecured Senior Convertible Notes at par, pursuant to options exercised by holders thereof under the indenture governing the notes.  During April 2012, we repurchased the remaining outstanding $1.0 million in principal amount of the notes.  In aggregate, we repurchased approximately $84.8 million in principal amount of the notes and we did not recognize a gain or loss as a result during the six months ended June 30, 2012.

 

6.45% series E preferred stock offering

 

In March 2012, we completed a public offering of 5,200,000 shares of our series E preferred stock (“Series E Preferred Stock”).  The shares were issued at a price of $25.00 per share, resulting in net proceeds of approximately $124.9 million (after deducting underwriters’ discounts and other offering costs).  The proceeds were initially used to reduce the outstanding borrowings under our unsecured senior line of credit. We then borrowed funds under our unsecured senior line of credit to redeem our series C preferred stock (“Series C Preferred Stock”).

 

69



Table of Contents

 

8.375% series C preferred stock redemption

 

In April 2012, we redeemed all 5,185,500 outstanding shares of our Series C Preferred Stock at a price equal to $25.00 per share, or approximately $129.6 million in aggregate, and paid $0.5234375 per share, representing accumulated and unpaid dividends to the redemption date on such shares.  We recognized a charge of approximately $6.0 million to net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders in March 2012, related to the write-off of original issuance costs of the Series C Preferred Stock.

 

Dividends

 

During the nine months ended September 30, 2012 and 2011, we paid the following dividends (in thousands):

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

Change

 

Common stock dividends

 

$

92,743

 

$

77,787

 

$

14,956

 

Series C Preferred Stock dividends

 

5,428

 

8,143

 

(2,715

)

Series D Preferred Stock dividends

 

13,125

 

13,125

 

 

Series E Preferred Stock dividends

 

2,795

 

 

2,795

 

 

 

$

114,091

 

$

99,055

 

$

15,036

 

 

The increase in dividends paid on our common stock is due to an increase in the related dividends to $1.49 per common share for the nine months ended September 30, 2012, from $1.35 per common share for the nine months ended September 30, 2011.  The increase was also due to an increase in common stock outstanding.  Total common stock outstanding as of December 31, 2011, was 61,560,472 shares, compared to 54,966,925 shares as of December 31, 2010.  Total common stock outstanding as of September 30, 2012, was 63,161,177 shares, compared to 61,463,839 shares as of September 30, 2011.

 

70



Table of Contents

 

Sources and uses of capital

 

We expect that our principal liquidity needs for the year ended December 31, 2012, will be satisfied by the following multiple sources of capital as shown in the table below.  There can be no assurance that our sources and uses of capital will not be materially higher or lower than these expectations.  Our liquidity available under our unsecured senior line of credit and from cash equivalents was approximately $1.2 billion as of September 30, 2012.

 

 

 

Reported on
October 26, 2012

 

Reported on

July 30, 2012

 

Sources and Uses of Capital for the Year Ended December 31, 2012 (in millions)

 

Completed

 

Projected

 

Total

 

Total

 

Sources of capital:

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities less dividends

 

$

53

 

$

28

 

$

81

 (1)

$

81

 

Asset and land sales

 

75

 

76 - 81

 (2)

151 - 156

 

112

 

Unsecured senior notes payable

 

550

 

 

550

 

550

 

Borrowings on secured construction financing

 

2

 

22

 

24

 

24

 

Series E Preferred Stock issuance

 

125

 

 

125

 

125

 

Issuances under “at the market” common stock offering program

 

98

 

 (3)

98

 

40

 

Debt, equity, and joint venture capital

 

51

 (4)

57 - 84

 (4)

108 - 135

 

236

 

Total sources of capital

 

$

954

 

$

183 - 215

 

$

1,137 - 1,169

 

$

1,168

 

 

 

 

 

 

 

 

 

 

 

Uses of capital:

 

 

 

 

 

 

 

 

 

Development, redevelopment, and construction

 

$

429

 

$

167

 

$

596

 (5)

$

646

 

Notes receivable from asset and land sales

 

6

 

13 - 45

 

19 - 51

 

 

Acquisitions

 

46

 

 

46

 

46

 

Secured debt repayments

 

8

 

3

 

11

 (6)

11

 

2012 Unsecured Senior Bank Term Loan repayment

 

250

 

 

250

 

250

 

3.70% Unsecured Senior Convertible Notes repurchase

 

85

 

 

85

 

85

 

Series C Preferred Stock redemption

 

130

 

 

130

 

130

 

Total uses of capital

 

$

954

 

$

183 - 215

 

$

1,137 - 1,169

 

$

1,168

 

 

 

(1)

See tables of “Key Net Operating Income Projection Assumptions” and projections table in the “Net Operating Income, Net Income, and FFO for the Three Months Ended December 31, 2012” section on page 44 and 45.

(2)

Represents an estimate of sources of capital from pending asset and land sales.  As noted in “Real Estate Asset Sales” on page 70, we have other incremental dispositions in process aggregating $84.5 million, a portion of which may close during the three months ended December 31, 2012.

(3)

See “Debt, equity, and joint venture capital.”

(4)

Represents an estimate of sources of capital primarily consisting of borrowings under our unsecured senior line of credit and proceeds from our “at the market” common stock offering program.

(5)

See “Investment to Complete” columns in the “Development and Redevelopment Projects in North America” table on page 51 for additional details underlying this estimate.  The decrease of approximately $50 million from the approximately $646 million previously reported on July 30, 2012, is primarily attributable to the timing of the spending moving from the three months ended December 31, 2012, to the year ended December 31, 2013.

(6)

Based upon contractually scheduled payments or maturity dates.

 

The key assumptions behind the sources and uses of capital in the table above are a favorable capital market environment and performance of our core operations in areas such as delivery of current and future development and redevelopment projects, leasing activity, and renewals.  Our expected sources and uses of capital are subject to a number of variables and uncertainties, including those discussed under the “Forward-looking statements” section of Part I, the “Risk Factors” section of Item 1A, and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section under Item 7, of our annual report on Form 10-K for the year ended December 31, 2011.  We expect to update our forecast of sources and uses of capital on a quarterly basis.

 

71



Table of Contents

 

Sources of capital

 

Unsecured senior line of credit

 

We use our unsecured senior line of credit to fund working capital, construction activities, and, from time to time, acquisition of properties.  As of September 30, 2012, we had $1.1 billion available under our $1.5 billion unsecured senior line of credit.

 

Cash and cash equivalents

 

As of September 30, 2012, we had approximately $94.9 million of cash and cash equivalents.  We expect existing cash and cash equivalents, and cash flows from operations, to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities, such as regular quarterly dividends, scheduled debt repayments, and material capital expenditures, for at least the next 12 months, and thereafter for the foreseeable future.

 

Restricted cash

 

Restricted cash consisted of the following as of September 30, 2012, and December 31, 2011 (in thousands):

 

 

 

September 30,
2012

 

December 31,
 2011

 

Funds held in trust under the terms of certain secured notes payable

 

$

32,575

 

$

12,724

 

Funds held in escrow related to construction projects

 

5,651

 

5,648

 

Other restricted funds

 

6,637

 

4,960

 

Total

 

$

44,863

 

$

23,332

 

 

The funds held in escrow related to construction projects will be used to pay for certain construction costs.

 

72



Table of Contents

 

Real estate asset sales

 

In September 2012, four properties aggregating 504,130 rentable square feet met the classification requirements for held for sale. The current buyers are expected to reposition these assets and/or incur significant investments to re-tenant the properties. During the three months ended September 30, 2012, we recorded impairment charges aggregating approximately $9.8 million to reduce the aggregate carrying value of the properties to the estimated sales price less costs to sell.  The following table represents the completed and projected real estate asset sales as of September 30, 2012 (in thousands, except per square foot amounts):

 

 

 

 

 

 

 

Rentable/

 

Sales

 

Occupancy

 

Annualized

 

 

 

 

 

 

 

 

 

Date

 

Developable

 

Price

 

at Date

 

GAAP

 

Sales

 

Gain

 

Description

 

Location

 

of Sale

 

Square Feet

 

per SF

 

of Sale

 

NOI (1)

 

Price (2)

 

on Sale

 

Land parcels and assets with a previous operating component:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1201/1209 Mercer Street (3)

 

Seattle

 

September 2012

 

76,029

 

$

73

 

0%

 

$

45

 

$

5,570

 

$

54

 

801 Dexter Avenue North (3)

 

Seattle

 

August 2012

 

120,000

 

$

72

 

0%

 

$

(96

)

8,600

 

$

55

 

Land parcel

 

Greater Boston

 

March 2012

 

(4)

 

$

275

 

N/A

 

N/A

 

31,360

 

$

1,864

 

Sale of land parcels and assets with a previous operating component

 

 

 

 

 

 

 

 

 

 

 

 

 

45,530

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income-producing properties:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200 Lawrence Drive/210 Welsh Pool Road

 

Pennsylvania

 

July 2012

 

210,866

 

$

94

 

100%

 

$

2,193

 

19,750

 (5)

$

103

 

155 Fortune Boulevard (6)

 

Route 495/Worcester

 

July 2012

 

36,000

 

$

222

 

100%

 

$

804

 

8,000

 

$

1,350

 

5110 Campus Drive (6)

 

Pennsylvania

 

May 2012

 

21,000

 

$

86

 

71%

 

$

77

 

1,800

 

$

2

 

Sales of income-producing properties

 

 

 

 

 

 

 

 

 

 

 

 

 

29,550

 (7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Completed sales subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

75,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales in process

 

Various

 

Pending

 

261,000

 

$

130

 

N/A

 

$

(470

)

34,000

 (8)

TBD

 

Subtotal

 

 

 

 

 

 

 

 

 

 

 

 

 

109,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other incremental dispositions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales in process (9)

 

Various

 

Pending

 

504,130

 

$

168

 

N/A

 

$

12,798

 

84,500

 

TBD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total projected dispositions

 

 

 

 

 

 

 

 

 

 

 

 

 

$

193,580

 

 

 

 

(1)

Annualized using actual year-to-date results as of the quarter end prior to date of sale or September 30, 2012.

(2)

Represents contractual sales price for assets sold or contractual/estimated sale price for sales in process.

(3)

Properties sold to residential developers.

(4)

In March 2012, we sold one-half of our 55% interest in a land parcel supporting a project with 414,000 rentable square feet for approximately $31.4 million, or approximately $275 per rentable square foot.

(5)

Sales price reflects the near-term lease expiration of a client tenant occupying 38,513 rentable square feet, or 18% of the total rentable square feet, on the date of sale. In connection with the sale, we received an interest-only secured note receivable for $6.1 million due in 2018.

(6)

Properties were sold to client tenants.

(7)

The weighted average capitalization rate (annualized GAAP NOI divided by sales price) related to sales of income-producing assets in the nine months ended September 30, 2012, was 10.4%.

(8)

Includes a $13.3 million amortizing secured note receivable due in 2014.

(9)

Includes four properties, which the buyers expect to renovate. During the three months ended September 30, 2012, we recognized an aggregate charge for impairment of real estate of approximately $9.8 million to adjust the carrying values of the four properties to their fair value, less costs to sell. We may receive a note receivable in connection with sale of one property. One sale may close during the three months ended December 31, 2012.

 

Secured construction loans

 

In June 2012, we closed a secured construction loan with aggregate commitments of $55.0 million.  The construction loan matures in July 2015, and we have an option to extend the stated maturity date of July 1, 2015, by one year, twice, to July 1, 2017.  The construction loan will be used to fund the majority of the cost to complete the development of a 100% pre-leased life science laboratory building with 170,618 rentable square feet at 259 East Grand Avenue in the San Francisco Bay market.  The construction loan bears interest at LIBOR or Base Rate, plus in either case a specified margin of 1.50% for LIBOR borrowings or 0.25% for Base Rate borrowings.  As of September 30, 2012, commitments of $53.0 million were available.

 

“At the market” common stock offering program

 

See discussion in “Cash Flows - Financing Activities - At the Market Common Stock Offering Program.”

 

73



Table of Contents

 

Uses of capital

 

Summary of capital expenditures

 

The following table summarizes the components of our total capital expenditures for the nine months ended September 30, 2012, which includes interest, property taxes, insurance, payroll costs, and other indirect project costs (in thousands):

 

Construction spending – actual

 

Nine Months

Ended
September 30,
2012

 

Development projects in North America

 

$

135,914

 

Redevelopment projects in North America

 

145,042

 

Preconstruction

 

57,418

 

Generic infrastructure/building improvement projects in North America (1)

 

73,387

 

Development and redevelopment projects in Asia

 

17,067

 

Total construction spending (2)

 

$

428,828

 

 

The following table summarizes the components of our total projected capital expenditures for the three months ended December 31, 2012, and the period thereafter.  Expenditures include indirect project costs, including interest, property taxes, insurance, and payroll costs (in thousands):

 

Construction spending – projection

 

Three Months Ended
December 31, 2012

 

Year Ended

December 31, 2013

 

Thereafter

 

Active development projects in North America

 

$

33,344

 

$

122,582

 

$

36,971

 

Active redevelopment projects in North America

 

26,125

 

59,720

 

136

 

Preconstruction

 

26,609

 

84,475

 

TBD

 (3)

Generic infrastructure/building improvement projects in North America

 

43,484

 

67,872

 

TBD

 (3)

Future projected construction projects (4)

 

27,612

 

250,000 - 300,000

 

TBD

(3)

Development and redevelopment projects in Asia

 

10,173

 

30,258

 

17,060

 

Total construction spending (2)

 

$

167,347

 

$

614,907 - 664,907

 

$

54,167

 

 

(1)

Includes revenue-enhancing projects and amounts shown in the table on the following page related to non-incremental revenue-enhancing capital expenditures.

(2)

Amounts include indirect project costs, including interest, property taxes, insurance, and payroll costs.

(3)

Estimated spending beyond 2013 related to preconstruction, generic infrastructure improvements, major capital spending, and projected construction projects will be determined at a future date and is contingent upon many factors.

(4)

Includes future ground-up development related to the West Tower of the Alexandria Center™ for Life Science – New York City. Also, includes future redevelopment projects in North America at 1616 Eastlake Avenue, 2625/2627/2631 Hanover Street, 3033 Science Park Road, 4757 Nexus Center Drive, 5 Research Court, and 6175 Nancy Ridge Drive.

 

74



Table of Contents

 

The table below shows the average per square foot property-related non-revenue-enhancing capital expenditures, tenant improvements, and leasing costs (excluding capital expenditures and tenant improvements that are recoverable from client tenants, revenue-enhancing, or related to properties that have undergone redevelopment) for the nine months ended September 30, 2012 and 2011:

 

 

 

Nine Months Ended
September 30,

 

Non-incremental revenue-enhancing capital expenditures (1):

 

2012

 

2011

 

Major capital expenditures

 

$

182,247

 

$

461,268

 

Other building improvements

 

$

1,556,346

 

$

1,395,256

 

Square feet in asset base

 

13,962,954

 

13,251,608

 

Per square foot:

 

 

 

 

 

Major capital expenditures

 

$

0.01

 

$

0.03

 

Other building improvements

 

$

0.11

 

$

0.11

 

Tenant improvements and leasing costs:

 

 

 

 

 

Re-tenanted space (2)

 

 

 

 

 

Tenant improvements and leasing costs

 

$

2,576,059

 

$

1,351,234

 

Re-tenanted square feet

 

268,083

 

299,430

 

Per square foot

 

$

9.61

 

$

4.51

 

Renewal space

 

 

 

 

 

Tenant improvements and leasing costs

 

$

3,434,682

 

$

3,166,478

 

Renewal square feet

 

892,966

 

866,285

 

Per square foot

 

$

3.85

 

$

3.66

 

 

(1)

Major capital expenditures typically consist of significant improvements such as roof and HVAC systems replacements. Other building improvements exclude major capital expenditures.

(2)

Excludes space that has undergone redevelopment before re-tenanting.

 

We expect our future capital expenditures, tenant improvements, and leasing costs (excluding capital expenditures and tenant improvements that are recoverable from client tenants, revenue-enhancing, or related to properties that have undergone redevelopment) on a per square foot basis to be approximately in the amounts shown in the preceding table.

 

Capitalized interest for the nine months ended September 30, 2012 and 2011, of approximately $47.9 million and $44.9 million, respectively, is included in investments in real estate, net, as well as the table on the preceding page summarizing total capital expenditures.  In addition, we capitalized payroll and other indirect project costs related to development, redevelopment, and construction projects, including projects in India and China, aggregating approximately $9.4 million and $12.2 million for the nine months ended September 30, 2012 and 2011, respectively. Such costs are also included in the “Summary of Capital Expenditures” section on the preceding page.

 

We capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are ongoing, provided that expenditures for the asset have been made and interest cost has been incurred.  Indirect project costs, including personnel, construction administration, legal fees, and office costs that clearly relate to projects under construction, are capitalized during the period in which activities necessary to prepare the asset for its intended use take place.  Additionally, should activities necessary to prepare an asset for its intended use cease, interest, taxes, insurance, and certain other direct project costs related to this asset would be expensed as incurred.  When construction activities cease and the asset is ready for its intended use, the asset is transferred out of construction in progress and classified as rental properties, net.  Additionally, if vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development.  Expenditures for repairs and maintenance are expensed as incurred.  Fluctuations in our development, redevelopment, and construction activities could result in significant changes to total expenses and net income.  For example, had we experienced a 10% reduction in development, redevelopment, and construction activities, without a corresponding decrease in indirect project costs, including interest and payroll, total expenses would have increased by approximately $5.7 million for the nine months ended September 30, 2012.

 

75



Table of Contents

 

We also capitalize and defer initial direct costs to originate leases with independent third parties related to evaluating a prospective lessee’s financial condition, negotiating lease terms, preparing the lease agreement, and closing the lease transaction.  Costs that we have capitalized and deferred relate to successful leasing transactions, result directly from and are essential to the lease transaction, and would not have been incurred had that leasing transaction not occurred.  The initial direct costs capitalized and deferred also include the portion of our employees’ total compensation and payroll-related fringe benefits directly related to time spent performing activities previously described and related to the respective lease that would not have been performed but for that lease.  Total initial direct leasing costs capitalized during the nine months ended September 30, 2012 and 2011, were approximately $28.8 million and $36.5 million, respectively, of which approximately $7.8 million and $8.9 million, respectively, represented capitalized and deferred payroll costs directly related and essential to our leasing activities during such periods.

 

Retirement of 3.70% unsecured senior convertible notes

 

See discussion in “Cash Flows - Financing Activities - Retirement of 3.70% Unsecured Senior Convertible Notes.”

 

Acquisitions

 

Refer to “Liquidity and Capital Resources - Acquisitions.”

 

Dividends

 

We are required to distribute 90% of our REIT taxable income on an annual basis in order to continue to qualify as a REIT for federal income tax purposes.  Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to preferred and common stockholders from cash flow from operating activities.  All such distributions are at the discretion of our Board of Directors.  We may be required to use borrowings under our unsecured senior line of credit, if necessary, to meet REIT distribution requirements and maintain our REIT status.  We consider market factors and our performance in addition to REIT requirements in determining distribution levels.  Our forecasts of taxable income and distributions do not require significant increases in our annual common stock dividends on a per share basis in order to distribute at least 90% of our REIT taxable income for the period January 1, 2012, through December 31, 2012.

 

Contractual obligations and commitments

 

Contractual obligations as of September 30, 2012, consisted of the following (in thousands):

 

 

 

 

Payments by Period

 

 

Total

 

2012

 

2013-2014

 

2015-2016

 

Thereafter

 

Secured notes payable (1) (2)

$

719,873

 

$

2,741

 

$

357,884

 

$

246,151

 

$

113,097

 

Unsecured senior notes payable (1)

550,250

 

 

250

 

 

550,000

 

Unsecured senior line of credit (3)

413,000

 

 

 

 

413,000

 

2016 Unsecured Senior Bank Term Loan (4)

750,000

 

 

 

750,000

 

 

2017 Unsecured Senior Bank Term Loan (5)

600,000

 

 

 

 

600,000

 

Estimated interest payments on fixed rate and hedged variable rate debt (6)

270,717

 

20,543

 

170,439

 

46,394

 

33,341

 

Estimated interest payments on variable rate debt (7)

67,457

 

616

 

22,905

 

43,070

 

866

 

Ground lease obligations

669,325

 

1,998

 

20,906

 

20,068

 

626,353

 

Other obligations

6,641

 

307

 

1,645

 

1,809

 

2,880

 

Total

$

4,047,263

 

$

26,205

 

$

574,029

 

$

1,107,492

 

$

2,339,537

 

 

(1)

Amounts represent principal amounts due and exclude unamortized premiums/discounts reflected on the condensed consolidated balance sheets.

(2)

Amounts include noncontrolling interests’ share of scheduled principal maturities of approximately $21.3 million, of which approximately $20.9 million matures in 2014. See discussion at Note 5, Secured and Unsecured Senior Debt for additional information.

(3)

The maturity date of our unsecured senior line of credit is April 30, 2017, assuming we exercise our sole right to extend the maturity date of April 30, 2016, twice by an additional six months.

(4)

Our 2016 unsecured senior bank term loan (“2016 Unsecured Senior Bank Term Loan”) matures June 30, 2016, assuming we exercise our sole right to extend the maturity date of June 30, 2015, by one year.

(5)

Our 2017 unsecured senior bank term loan (“2017 Unsecured Senior Bank Term Loan”) matures January 31, 2017, assuming we exercise our sole right to extend the maturity date of January 31, 2016, by one year.

(6)

Estimated interest payments on our fixed rate debt and hedged variable rate debt were based upon contractual interest rates, including the impact of interest rate swap agreements, interest payment dates, and scheduled maturity dates.

(7)

The interest payments on variable rate debt were based on the interest rates in effect as of September 30, 2012.

 

76



Table of Contents

 

Ground lease obligations

 

Ground lease obligations as of September 30, 2012, included leases for 25 of our properties and four land development parcels.  Excluding one ground lease related to a future redevelopment, our lease obligations have remaining lease terms from 41 to 197 years, including extension options.

 

Commitments

 

In addition to the above, as of September 30, 2012, remaining aggregate costs under contract for the construction of properties undergoing development, redevelopment, and generic life science infrastructure improvements under the terms of leases approximated $359.4 million.  We expect payments for these obligations to occur over one to three years, subject to capital planning adjustments from time to time.  We are also committed to funding approximately $55.5 million for certain investments over the next six years.

 

A 100% owned subsidiary of the Company previously executed a ground lease, as ground lessee, for the development site for the West Tower of the Alexandria Center™ for Life Science – New York City.  That ground lease requires the construction of the West Tower building approximating 419,806 rentable square feet to commence no later than October 31, 2013.  Commencement of construction of the second building includes, among other things, site preparation in order to accommodate a construction crane, erection of a construction crane, renewal of permits, and updating of the construction plans and specifications.  The ground lease provides further that substantial completion of the second building occur by October 31, 2015, requiring satisfying conditions that include substantially completed construction in accordance with the plans and the issuance of either temporary or permanent certificates of occupancy for the core and shell.  The ground lease also provides that by October 31, 2016, the ground lessee obtain a temporary or permanent certificate of occupancy for the core and shell of both the first building (which has occurred) and the second building.  In each case, the target dates above are subject to force majeure, to contractual cure rights, to other legal remedies available to ground lessees generally, and to change for any reason by agreement between both parties under the ground lease.  Lastly, if the above dates are not met, the ground lease provides contractual cure rights and the ground lease does not provide for the payment of additional rent, a late fee, or other monetary penalty.

 

Off-balance sheet arrangements

 

Our off-balance sheet arrangements consist of our investment in a real estate entity that is a variable interest entity for which we are not the primary beneficiary.  We account for the real estate entity under the equity method.  The debt held by the unconsolidated real estate entity is secured by the land parcel owned by the entity, and is non-recourse to us.  See Notes 2 and 3 to our condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q.

 

77



Table of Contents

 

Interest rate swap agreements

 

We utilize interest rate swap agreements to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured senior line of credit and unsecured senior bank term loans.  These agreements involve an exchange of fixed and variable rate interest payments without the exchange of the underlying principal amount (the “notional amount”).  Interest received under all of our interest rate swap agreements is based on the one-month LIBOR rate.  The net difference between the interest paid and the interest received is reflected as an adjustment to interest expense.

 

The following table summarizes our interest rate swap agreements as of September 30, 2012 (in thousands):

 

 

 

 

 

 

 

 

 

 

 

Notional Amount in Effect as of

 

Transaction Date

 

Effective Date

 

Termination Date

 

Interest Pay
Rate (1)

 

Fair Value as of

September 30, 2012

 

September 30,
2012

 

December 31,
2012

 

December 31,
2013

 

December 31,
2014

 

December 2006

 

December 29, 2006

 

March 31, 2014

 

4.990

%

 

$

(3,614

)

$

50,000

 

$

50,000

 

$

50,000

 

$

 

October 2007

 

October 31, 2007

 

September 30, 2013

 

4.642

%

 

(2,251

)

50,000

 

50,000

 

 

 

October 2007

 

July 1, 2008

 

March 31, 2013

 

4.622

%

 

(555

)

25,000

 

25,000

 

 

 

October 2007

 

July 1, 2008

 

March 31, 2013

 

4.625

%

 

(555

)

25,000

 

25,000

 

 

 

December 2006

 

November 30, 2009

 

March 31, 2014

 

5.015

%

 

(5,449

)

75,000

 

75,000

 

75,000

 

 

December 2006

 

November 30, 2009

 

March 31, 2014

 

5.023

%

 

(5,458

)

75,000

 

75,000

 

75,000

 

 

December 2006

 

December 31, 2010

 

October 31, 2012

 

5.015

%

 

(440

)

100,000

 

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(180

)

250,000

 

 250,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(180

)

250,000

 

 250,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(90

)

125,000

 

 125,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.480

%

 

(90

)

125,000

 

125,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.495

%

 

(95

)

125,000

 

125,000

 

 

 

December 2011

 

December 30, 2011

 

December 31, 2012

 

0.508

%

 

(99

)

125,000

 

125,000

 

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.640

%

 

(1,041

)

 

 

250,000

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.640

%

 

(1,041

)

 

 

250,000

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.644

%

 

(526

)

 

 

125,000

 

 

December 2011

 

December 31, 2012

 

December 31, 2013

 

0.644

%

 

(526

)

 

 

125,000

 

 

December 2011

 

December 31, 2013

 

December 31, 2014

 

0.977

%

 

(1,574

)

 

 

 

250,000

 

December 2011

 

December 31, 2013

 

December 31, 2014

 

0.976

%

 

(1,572

)

 

 

 

250,000

 

Total

 

 

 

 

 

 

 

 

$

(25,336

)

$

1,400,000

 

$

1,300,000

 

$

950,000

 

$

500,000

 

 

(1)

In addition to the interest pay rate, borrowings outstanding under our unsecured senior line of credit and unsecured senior bank term loans include an applicable margin currently ranging from 1.20% to 1.75%.

 

We have entered into master derivative agreements with each counterparty.  These master derivative agreements (all of which are adapted from the standard International Swaps and Derivatives Association, Inc. form) define certain terms between the Company and each counterparty to address and minimize certain risks associated with our interest rate swap agreements.  In order to limit our risk of non-performance by an individual counterparty under our interest rate swap agreements, our interest rate swap agreements are spread among various counterparties.  As of September 30, 2012, the largest aggregate notional amount in effect at any single point in time with an individual counterparty was $375.0 million.  If one or more of our counterparties fail to perform under our interest rate swap agreements, we may incur higher costs associated with our variable rate LIBOR-based debt than the interest costs we originally anticipated.

 

As of September 30, 2012, the fair values of our interest rate swap agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values, aggregating a liability balance of approximately $25.3 million, with the offsetting adjustment reflected as unrealized losses in accumulated other comprehensive loss in total equity.  Balances in accumulated other comprehensive loss are recognized in the period during which the forecasted hedge transactions affect earnings.  We have not posted any collateral related to our interest rate swap agreements.  For the nine months ended September 30, 2012 and 2011, approximately $17.6 million and $16.1 million, respectively, was reclassified from accumulated other comprehensive income to interest expense as an increase to interest expense.  During the next 12 months, we expect to reclassify approximately $16.5 million from accumulated other comprehensive loss to interest expense as an increase to interest expense.

 

Other resources and liquidity requirements

 

Under our current shelf registration statement filed with the SEC, we may offer common stock, preferred stock, debt, and other securities.  These securities may be issued from time to time at our discretion based on our needs and market conditions, including as necessary to balance our use of incremental debt capital.

 

We hold interests, together with certain third parties, in companies that we consolidate in our financial statements.  These third parties may contribute equity into these entities primarily related to their share of funds for construction and financing-related activities.

 

78



Table of Contents

 

Exposure to environmental liabilities

 

In connection with the acquisition of all of our properties, we have obtained Phase I environmental assessments to ascertain the existence of any environmental liabilities or other issues.  The Phase I environmental assessments of our properties have not revealed any environmental liabilities that we believe would have a material adverse effect on our financial condition or results of operations taken as a whole, nor are we aware of any material environmental liabilities that have occurred since the Phase I environmental assessments were completed.  In addition, we carry a policy of pollution legal liability insurance covering exposure to certain environmental losses at substantially all of our properties.

 

Inflation

 

As of September 30, 2012, approximately 94% of our leases (on a rentable square footage basis) were triple net leases, requiring client tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent.  Approximately 96% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed (generally ranging from 3.0% to 3.5%) or indexed based on a consumer price index or another index.  Accordingly, we do not believe that our cash flow or earnings from real estate operations are subject to any significant risk from inflation.  An increase in inflation, however, could result in an increase in the cost of our variable rate borrowings, including borrowings related to our unsecured senior line of credit and unsecured senior bank term loans.

 

Non-GAAP measures

 

FFO and FFO, as adjusted

 

GAAP basis accounting for real estate assets utilizes historical cost accounting and assumes real estate values diminish over time.  In an effort to overcome the difference between real estate values and historical cost accounting for real estate assets, the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) established the measurement tool of FFO.  Since its introduction, FFO has become a widely used non-GAAP financial measure among equity REITs.  We believe that FFO is helpful to investors as an additional measure of the performance of an equity REIT.  Moreover, we believe that FFO, as adjusted, is also helpful because it allows investors to compare our performance to the performance of other real estate companies between periods, and on a consistent basis, without having to account for differences caused by investment decisions, financing decisions, terms of securities, capital structures, and capital market transactions. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its April 2002 White Paper and related implementation guidance (“NAREIT White Paper”). The NAREIT White Paper defines FFO as net income (computed in accordance with GAAP), excluding gains (losses) from sales and impairments of real estate, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Impairments of real estate relate to decreases in the estimated fair value of real estate due to changes in general market conditions and do not necessarily reflect the operating performance of the properties during the corresponding period.  Impairments of real estate represent the non-cash write-down of assets when fair value over the recoverability period is less than the carrying value.  We compute FFO, as adjusted, as FFO calculated in accordance with the NAREIT White Paper, plus losses from early extinguishment of debt and preferred stock redemption charges, less realized gain on equity investment primarily related to one non-tenant life science entity, and the amount of such items which are allocable to our unvested restricted stock awards. Our calculations of both FFO and FFO, as adjusted, may differ from those methodologies utilized by other equity REITs for similar performance measurements, and, accordingly, may not be comparable to other equity REITs.  Neither FFO nor FFO, as adjusted, should be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of liquidity, nor are they indicative of the availability of funds for our cash needs, including funds available to make distributions.

 

79



Table of Contents

 

Adjusted funds from operations (“AFFO”)

 

AFFO is a non-GAAP financial measure that we use as a supplemental measure of our performance.  We compute AFFO by adding to or deducting from FFO, as adjusted: (1) non-incremental revenue-enhancing capital expenditures, tenant improvements, and leasing commissions (excludes redevelopment expenditures); (2) effects of straight-line rent and straight-line rent on ground leases; (3) capitalized income from development projects; (4) amortization of acquired above and below market leases, loan fees, and debt premiums/discounts; (5) non-cash compensation expense; and (6) allocation of AFFO attributable to unvested restricted stock awards.

 

We believe that AFFO is a useful supplemental performance measure because it further adjusts to: (1) deduct certain expenditures that, although capitalized and included in depreciation expense, do not enhance the revenue or cash flows of our properties; (2) eliminate the effect of straight-lining our rental income and capitalizing income from development projects in order to reflect the actual amount of contractual rents due in the period presented; and (3) eliminate the effect of non-cash items that are not indicative of our core operations and do not actually reduce the amount of cash generated by our operations.  We believe that eliminating the effect of non-cash charges related to stock-based compensation facilitates a comparison of our operations across periods and among other equity REITs without the variances caused by different valuation methodologies, the volatility of the expense (which depends on market forces outside our control), and the assumptions and the variety of award types that a company can use.  We believe that AFFO provides useful information by excluding certain items that are not representative of our core operating results because such items are dependent upon historical costs or subject to judgmental valuation inputs and the timing of our decisions.

 

AFFO is not intended to represent cash flow for the period, and is only intended to provide an additional measure of performance.  We believe that net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders is the most directly comparable GAAP financial measure to AFFO.  We believe that AFFO is a widely recognized measure of the operations of equity REITs, and presenting AFFO will enable investors to assess our performance in comparison to other equity REITs.  However, other equity REITs may use different methodologies for calculating AFFO and, accordingly, our AFFO may not be comparable to AFFO calculated by other equity REITs.  AFFO should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions.

 

80



Table of Contents

 

The following table presents a reconciliation of net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic, FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted, and AFFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted for the periods below (dollars in thousands):

 

 

Three Months
Ended September 30,

 

Nine Months
Ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic

 

$

10,646

 

$

24,662

 

$

46,630

 

$

75,013

 

Depreciation and amortization

 

48,173

 

39,990

 

143,933

 

117,060

 

Gain on sale of real estate

 

(1,562

)

 

(1,564

)

 

Impairment of real estate

 

9,799

 

994

 

9,799

 

994

 

Gain on sale of land parcel

 

 

(46

)

(1,864

)

(46

)

Amount attributable to noncontrolling interests/unvested stock awards:

 

 

 

 

 

 

 

 

 

Net income

 

1,188

 

1,244

 

3,256

 

3,651

 

FFO

 

(1,148

)

(1,580

)

(3,452

)

(4,877

)

FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic

 

67,096

 

65,264

 

196,738

 

191,795

 

Assumed conversion of 8.00% Unsecured Senior Convertible Notes

 

5

 

4

 

16

 

16

 

FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

67,101

 

65,268

 

196,754

 

191,811

 

Realized gain on equity investment primarily related to one non-tenant life science entity

 

 

 

(5,811

)

 

Loss on early extinguishment of debt

 

 

2,742

 

2,225

 

6,485

 

Preferred stock redemption charge

 

 

 

5,978

 

 

Allocation to unvested restricted stock awards

 

 

(38

)

(21

)

(59

)

FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted

 

67,101

 

67,972

 

199,125

 

198,237

 

 

 

 

 

 

 

 

 

 

 

Non-incremental revenue-enhancing capital expenditures:

 

 

 

 

 

 

 

 

 

Building improvements

 

(935

)

(550

)

(1,739

)

(1,856

)

Tenant improvements and leasing commissions

 

(1,844

)

(2,119

)

(6,011

)

(4,517

)

Straight-line rent

 

(5,225

)

(7,647

)

(19,216

)

(17,239

)

Straight-line rent on ground leases

 

201

 

1,143

 

2,814

 

3,483

 

Capitalized income from development projects

 

50

 

930

 

600

 

3,436

 

Amortization of acquired above and below market leases

 

(778

)

(940

)

(2,356

)

(8,520

)

Amortization of loan fees

 

2,470

 

2,144

 

7,327

 

6,749

 

Amortization of debt premiums/discounts

 

112

 

750

 

401

 

3,254

 

Stock compensation

 

3,845

 

3,344

 

10,412

 

8,449

 

Allocation to unvested restricted stock awards

 

19

 

31

 

67

 

61

 

AFFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

$

65,016

 

$

65,058

 

$

191,424

 

$

191,537

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of common stock outstanding attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic

 

62,364,210

 

61,295,659

 

61,847,023

 

58,271,270

 

Effect of assumed conversion and dilutive securities:

 

 

 

 

 

 

 

 

 

Assumed conversion of 8.00% Unsecured Senior Convertible Notes

 

6,087

 

6,047

 

6,087

 

6,047

 

Dilutive effect of stock options

 

 

8,310

 

448

 

13,475

 

Weighted average shares of common stock outstanding attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

62,370,297

 

61,310,016

 

61,853,558

 

58,290,792

 

 

81



Table of Contents

 

The following table presents a reconciliation of net income per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic, the most directly comparable financial measure calculated and presented in accordance with GAAP, to FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic, FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted, and AFFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted for the periods below:

 

 

 

Three Months
Ended September 30,

 

Nine Months
Ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic

 

$

0.17

 

$

0.40

 

$

0.75

 

$

1.29

 

Depreciation and amortization

 

0.78

 

0.65

 

2.34

 

2.00

 

Gain on sale of real estate

 

(0.03

)

 

(0.03

)

 

Impairment of real estate

 

0.16

 

0.02

 

0.16

 

0.02

 

Gain on sale of land parcel

 

 

 

(0.03

)

 

Amount attributable to noncontrolling interests/unvested stock awards:

 

 

 

 

 

 

 

 

 

Net income

 

0.02

 

0.02

 

0.05

 

0.06

 

FFO

 

(0.02

)

(0.03

)

(0.06

)

(0.08

)

FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic

 

1.08

 

1.06

 

3.18

 

3.29

 

Assumed conversion of 8.00% Unsecured Senior Convertible Notes

 

 

 

 

 

FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

1.08

 

1.06

 

3.18

 

3.29

 

Realized gain on equity investment primarily related to one non-tenant life science entity

 

 

 

(0.09

)

 

Loss on early extinguishment of debt

 

 

0.05

 

0.03

 

0.11

 

Preferred stock redemption charge

 

 

 

0.10

 

 

FFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted

 

1.08

 

1.11

 

3.22

 

3.40

 

 

 

 

 

 

 

 

 

 

 

Non-incremental revenue-enhancing capital expenditures:

 

 

 

 

 

 

 

 

 

Building improvements

 

(0.01

)

(0.01

)

(0.03

)

(0.03

)

Tenant improvements and leasing commissions

 

(0.03

)

(0.03

)

(0.10

)

(0.08

)

Straight-line rent

 

(0.08

)

(0.12

)

(0.31

)

(0.30

)

Straight-line rent on ground leases

 

 

0.02

 

0.05

 

0.06

 

Capitalized income from development projects

 

 

0.02

 

0.01

 

0.06

 

Amortization of acquired above and below market leases

 

(0.01

)

(0.02

)

(0.04

)

(0.15

)

Amortization of loan fees

 

0.03

 

0.03

 

0.11

 

0.13

 

Amortization of debt premiums/discounts

 

 

0.01

 

0.01

 

0.06

 

Stock compensation

 

0.06

 

0.05

 

0.17

 

0.14

 

AFFO per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted

 

$

1.04

 

$

1.06

 

$

3.09

 

$

3.29

 

 

82



Table of Contents

 

Adjusted EBITDA and adjusted EBITDA margins

 

EBITDA represents earnings before interest, taxes, depreciation, and amortization (“EBITDA”), a non-GAAP financial measure, and is used by us and others as a supplemental measure of performance.  We use adjusted EBITDA (“Adjusted EBITDA”) and Adjusted EBITDA margins to assess the performance of our core operations, for financial and operational decision making, and as a supplemental or additional means of evaluating period-to-period comparisons on a consistent basis.  Adjusted EBITDA also serves as a proxy for a component of a financial covenant under certain of our debt obligations.  Adjusted EBITDA is calculated as EBITDA excluding net stock compensation expense, gains or losses on early extinguishment of debt, gains or losses on sales of land parcels, gains or losses on sales of real estate, and impairments of real estate.  We believe Adjusted EBITDA and Adjusted EBITDA margins provide investors relevant and useful information because they permit investors to view income from our operations on an unleveraged basis before the effects of taxes, non-cash depreciation and amortization, net stock compensation expense, gains or losses on early extinguishment of debt, gains or losses on sales of land parcels, gains or losses on sales of real estate, and impairments of real estate.  By excluding interest expense, EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins allow investors to measure our performance independent of our capital structure and indebtedness and, therefore, allow for a more meaningful comparison of our performance to that of other companies, both in the real estate industry and in other industries.  We believe that excluding non-cash charges related to stock-based compensation facilitates a comparison of our operations across periods and among other equity REITs without the variances caused by different valuation methodologies, the volatility of the expense (which depends on market forces outside our control), and the assumptions and the variety of award types that a company can use.  We believe that adjusting for the effects of gains or losses on early extinguishment of debt, gains or losses on sales of land parcels, gains or losses on sales of real estate, and impairments of real estate provides useful information by excluding certain items that are not representative of our core operating results.  These items are not related to core operations, not dependent upon historical costs, and not subject to judgmental valuation inputs and the timing of our decisions.  EBITDA ,Adjusted EBITDA, and Adjusted EBITDA margins have limitations as measures of our performance. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins do not reflect our historical cash expenditures or future cash requirements for capital expenditures or contractual commitments.  While EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins are relevant and widely used measures of performance, they do not represent net income or cash flows from operations as defined by GAAP, and they should not be considered as alternatives to those indicators in evaluating performance or liquidity.  Further, our computation of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins may not be comparable to similar measures reported by other companies.

 

The following table reconciles net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins (in thousands):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

18,305

 

$

32,995

 

$

76,721

 

$

99,931

 

Interest expense – continuing operations

 

17,094

 

14,273

 

51,243

 

48,621

 

Interest expense – discontinued operations

 

 

 

 

65

 

Depreciation and amortization – continuing operations

 

47,176

 

38,747

 

140,778

 

113,326

 

Depreciation and amortization – discontinued operations

 

997

 

1,243

 

3,155

 

3,734

 

EBITDA

 

83,572

 

87,258

 

271,897

 

265,677

 

Stock compensation expense

 

3,845

 

3,344

 

10,412

 

8,449

 

Loss on early extinguishment of debt

 

 

2,742

 

2,225

 

6,485

 

Gain on sale of land parcel

 

 

(46

)

(1,864

)

(46

)

Gain on sale of real estate

 

(1,562

)

 

(1,564

)

 

Impairment of real estate

 

9,799

 

994

 

9,799

 

994

 

Adjusted EBITDA

 

$

95,654

 

$

94,292

 

$

290,905

 

$

281,559

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

145,455

 

$

138,054

 

$

431,903

 

$

408,980

 

Adjusted EBITDA margins

 

66%

 

68%

 

67%

 

69%

 

 

83



Table of Contents

 

Fixed charge coverage ratio

 

The fixed charge coverage ratio is useful to investors as a supplemental measure of the Company’s ability to satisfy fixed financing obligations and dividends on preferred stock.  Cash interest is equal to interest expense calculated in accordance with GAAP, plus capitalized interest, less amortization of loan fees, and amortization of debt premiums/discounts.  The fixed charge coverage ratio calculation below is not directly comparable to the computation of “Consolidated Ratio of Earnings to Fixed Charges and Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends” included in Exhibit 12.1 to our quarterly report on Form 10-Q, as of September 30, 2012.

 

The following table presents a reconciliation of interest expense, the most directly comparable GAAP financial measure to cash interest and fixed charges for the three and nine months ended September 30, 2012 and 2011 (dollars in thousands):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Adjusted EBITDA

 

$

95,654

 

$

94,292

 

$

290,905

 

$

281,559

 

 

 

 

 

 

 

 

 

 

 

Interest expense – continuing operations

 

$

17,094

 

$

14,273

 

$

51,243

 

$

48,621

 

Interest expense – discontinued operations

 

 

 

 

65

 

Add: capitalized interest

 

16,763

 

16,666

 

47,854

 

44,905

 

Less: amortization of loan fees

 

(2,470

)

(2,144

)

(7,327

)

(6,749

)

Less: amortization of debt premium/discounts

 

(112

)

(750

)

(401

)

(3,254

)

Cash interest

 

31,275

 

28,045

 

91,369

 

83,588

 

Dividends on preferred stock

 

6,471

 

7,089

 

20,857

 

21,267

 

Fixed charges

 

$

37,746

 

$

35,134

 

$

112,226

 

$

104,855

 

 

 

 

 

 

 

 

 

 

 

Fixed charge coverage ratio

 

2.5x

 

2.7x

 

2.6x

 

2.7x

 

 

Interest coverage ratio

 

The interest coverage ratio is the ratio of Adjusted EBITDA to cash interest.  This ratio is useful to investors as an indicator of our ability to service our cash interest obligations.

 

The following table summarizes the calculation of the interest coverage ratio for the three and nine months ended September 30, 2012 and 2011 (dollars in thousands):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Adjusted EBITDA

 

$

95,654

 

$

94,292

 

$

290,905

 

$

281,559

 

 

 

 

 

 

 

 

 

 

 

Interest expense – continuing operations

 

$

17,094

 

$

14,273

 

$

51,243

 

$

48,621

 

Interest expense – discontinued operations

 

 

 

 

65

 

Add: capitalized interest

 

16,763

 

16,666

 

47,854

 

44,905

 

Less: amortization of loan fees

 

(2,470

)

(2,144

)

(7,327

)

(6,749

)

Less: amortization of debt premium/discounts

 

(112

)

(750

)

(401

)

(3,254

)

Cash interest

 

$

31,275

 

$

28,045

 

$

91,369

 

$

83,588

 

 

 

 

 

 

 

 

 

 

 

Interest coverage ratio

 

3.1x

 

3.4x

 

3.2x

 

3.4x

 

 

84



Table of Contents

 

Net debt to adjusted EBITDA

 

Net debt to Adjusted EBITDA is a non-GAAP financial measure that we believe is useful to investors as a supplemental measure in evaluating our leverage.  Net debt is equal to the sum of total debt less cash, cash equivalents, and restricted cash.  See “Adjusted EBITDA” for further information on the calculation of Adjusted EBITDA.

 

The following table summarizes the calculation of net debt to Adjusted EBITDA as of September 30, 2012, and September 30, 2011 (dollars in thousands):

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

Secured notes payable

 

$

719,350

 

$

760,882

 

Unsecured senior notes payable

 

549,794

 

84,484

 

Unsecured senior line of credit

 

413,000

 

814,000

 

Unsecured senior bank term loans

 

1,350,000

 

1,000,000

 

Less: cash and cash equivalents

 

(94,904

)

(73,056

)

Less: restricted cash

 

(44,863

)

(27,929

)

Net debt

 

$

2,892,377

 

$

2,558,381

 

 

 

 

 

 

 

Adjusted EBITDA (quarter annualized)

 

$

382,616

 

$

377,168

 

 

 

 

 

 

 

Net debt to Adjusted EBITDA

 

7.6x

 

6.8x

 

 

Net debt to gross assets (excluding cash and restricted cash)

 

Net debt to gross assets (excluding cash and restricted cash) is a non-GAAP financial measure that we believe is useful to investors as a supplemental measure in evaluating our leverage.  Net debt is calculated as described in “Net Debt to Adjusted EBITDA.”  Gross assets (excluding cash and restricted cash) are equal to total assets plus accumulated depreciation less cash, cash equivalents, and restricted cash.

 

The following table summarizes the calculation of net debt to gross assets (excluding cash and restricted cash) as of September 30, 2012, and September 30, 2011 (dollars in thousands):

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

Net debt

 

$

2,892,377

 

$

2,558,381

 

 

 

 

 

 

 

Total assets

 

$

6,965,017

 

$

6,455,556

 

Add: accumulated depreciation

 

854,332

 

710,580

 

Less: cash and cash equivalents

 

(94,904

)

(73,056

)

Less: restricted cash

 

(44,863

)

(27,929

)

Gross assets (excluding cash and restricted cash)

 

$

7,679,582

 

$

7,065,151

 

 

 

 

 

 

 

Net debt to gross assets (excluding cash and restricted cash)

 

38%

 

36%

 

 

85



Table of Contents

 

Net operating income

 

See discussion of net operating income and reconciliation of net operating income to income from continuing operations in “Results of Operations.”

 

Same property net operating income

 

See discussion of Same Properties and reconciliation of net operating income to income from continuing operations in “Results of Operations.”

 

Unencumbered net operating income as a percentage of total net operating income

 

Unencumbered net operating income as a percentage of total net operating income is a non-GAAP financial measure that we believe is useful to investors as a performance measure of the results of operations of our unencumbered real estate assets, as it reflects primarily those income and expense items that are incurred at the unencumbered property level.  We use unencumbered net operating income as a percentage of total net operating income in order to assess our compliance with our financial covenants under our debt obligations because the measure serves as a proxy for a financial measure under certain of our debt obligations.  Unencumbered net operating income is derived from assets classified in continuing operations that are not subject to any mortgage, deed of trust, lien, or other security interest.  Unencumbered net operating income for periods through June 30, 2012, has been reclassified to conform to current period presentation related to discontinued operations.  See the reconciliation of net operating income to income from continuing operations in “Results of Operations.”

 

The following table summarizes unencumbered net operating income as a percentage of total net operating income for the three and nine months ended September 30, 2012 and 2011 (dollars in thousands):

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Unencumbered net operating income

 

$

73,543

 

$

64,264

 

$

218,994

 

$

185,413

 

Encumbered net operating income

 

27,298

 

32,931

 

85,025

 

105,553

 

Total net operating income

 

$

100,841

 

$

97,195

 

$

304,019

 

$

290,966

 

 

 

 

 

 

 

 

 

 

 

Unencumbered net operating income as a percentage of total net operating income

 

73%

 

66%

 

72%

 

64%

 

 

86



Table of Contents

 

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest rate risk

 

The primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

 

In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swap agreements, caps, floors, and other interest rate exchange contracts.  The use of these types of instruments to hedge a portion of our exposure to changes in interest rates carries additional risks, such as counterparty credit risk and the legal enforceability of hedging contracts.

 

Our future earnings and fair values relating to financial instruments are primarily dependent upon prevalent market rates of interest, such as LIBOR.  However, our interest rate swap agreements are intended to reduce the effects of interest rate changes.  The following table illustrates the effect of a 1% increase/decrease of interest rates, assuming a LIBOR floor of 0%, on our variable rate debt, including our unsecured senior line of credit and unsecured term loans, after considering the effect of our interest rate swap agreements, secured debt, unsecured senior notes payable, and unsecured senior convertible notes (in thousands):

 

 

 

As of
September 30, 2012

 

As of
December 31, 2011

 

Impact to future earnings due to variable rate debt:

 

 

 

 

 

Rate increase of 1%

 

$

(3,542

)

$

(3,357

)

Rate decrease of 1%

 

$

8,196

 

$

1,414

 

 

 

 

 

 

 

Effect on fair value of secured debt:

 

 

 

 

 

Rate increase of 1%

 

$

(41,309

)

$

(77,554

)

Rate decrease of 1%

 

$

29,423

 

$

35,182

 

 

These amounts are determined by considering the impact of the hypothetical interest rates on our borrowing cost and our interest rate swap agreements in effect on September 30, 2012.  These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment.  Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change.  However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

 

Equity price risk

 

We have exposure to equity price market risk because of our equity investments in certain publicly traded companies and privately held entities.  We classify investments in publicly traded companies as “available for sale” and, consequently, record them on our condensed consolidated balance sheets at fair value, with unrealized gains or losses reported as a component of accumulated other comprehensive income or loss.  Investments in privately held entities are generally accounted for under the cost method because we do not influence any of the operating or financial policies of the entities in which we invest.  For all investments, we recognize other-than-temporary declines in value against earnings in the same period during which the decline in value was deemed to have occurred.  There is no assurance that future declines in value will not have a material adverse impact on our future results of operations.  The following table illustrates the effect that a 10% change in the fair value of our equity investments would have on earnings (in thousands):

 

 

 

As of
September 30, 2012

 

As of
December 31, 2011

 

Equity price risk:

 

 

 

 

 

Increase in fair value of 10%

 

$

10,781

 

$

9,600

 

Decrease in fair value of 10%

 

$

(10,781

)

$

(9,600

)

 

87



Table of Contents

 

Foreign currency exchange rate risk

 

We have exposure to foreign currency exchange rate risk related to our subsidiaries operating in Canada and Asia.  The functional currencies of our foreign subsidiaries are the respective local currencies.  Gains or losses resulting from the translation of our foreign subsidiaries’ balance sheets and statements of income are included in accumulated other comprehensive income as a separate component of total equity.  Gains or losses will be reflected in our statements of income when there is a sale or partial sale of our investment in these operations or upon a complete or substantially complete liquidation of the investment.  The following table illustrates the effect that a 10% increase or decrease in foreign currency rates relative to the U.S. dollar would have on our earnings, based on our current operating assets outside the U.S. (in thousands):

 

 

 

As of
September 30, 2012

 

As of
December 31, 2011

 

Foreign currency exchange rate risk:

 

 

 

 

 

Increase in foreign currency exchange rate of 10%

 

$

31

 

$

199

 

Decrease in foreign currency exchange rate of 10%

 

$

(31

)

$

(199

)

 

This sensitivity analysis assumes a parallel shift of all foreign currency exchange rates with respect to the U.S. dollar; however, foreign currency exchange rates do not typically move in such a manner and actual results may differ materially.

 

Item 4.         CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures

 

As of September 30, 2012, we performed an evaluation, under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures.  These controls and procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized, and reported within the requisite time periods. Based on our evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2012.

 

Changes in internal control over financial reporting

 

There has not been any change in our internal control over financial reporting during the three months ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II OTHER INFORMATION

 

Item 1A.               RISK FACTORS

 

Security breaches through cyber-attacks, cyber-intrusions, or otherwise, could disrupt our information technology networks and related systems.

 

Risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, or otherwise, against persons inside our organization, persons with access to systems inside our organization, the U.S. government, financial markets or institutions, or major businesses, including client tenants, could disrupt or disable networks and related systems, other critical infrastructures and the normal operation of business. The risk of a security breach or disruption, particularly through cyber-attack or cyber-intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even though we may not be specifically targeted, cyber-attacks on the U.S. government, financial markets or institutions or other major businesses, including client tenants, could disrupt our normal business operations and networks, which may in turn have a material adverse impact on our financial condition and results of operations.

 

IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations, including managing our building systems and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed

 

88



Table of Contents

 

not to be detected and, in fact, may not be detected. While, to date, we have not experienced a cyber-attack or cyber-intrusion, we may be unable to anticipate or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

 

A security breach or other significant disruption involving our IT networks and related systems could:

·                  disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants;

·                  result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines;

·                  result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

·                  result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

·                  result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;

·                  require significant management attention and resources to remedy any damages that result;

·                  subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or

·                  damage our reputation among our tenants and investors generally.

Any or all of the foregoing could have a material adverse effect on our results of operations, financial condition, and cash flows.

 

Changes in the method of determining LIBOR rates may adversely affect the fair value of our financial instruments and our earnings.

 

We hold certain instruments in our debt profile on which interest rates move in direct relation to LIBOR, depending on our selection of borrowing options. Beginning in 2008, concerns have been raised that some of the member banks surveyed by the British Bankers’ Association (the “BBA”) in connection with the calculation of daily LIBOR across a range of maturities and currencies may have under-reported, over-reported, or otherwise manipulated the inter-bank lending rate applicable to them in order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted. At least one BBA member bank has entered into a settlement with a number of its regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are ongoing. Other member banks may also enter into such settlements with, or have proceedings brought by, their regulators or law enforcement agencies in the future.  If manipulation of LIBOR occurred, it may have resulted in LIBOR being artificially lower (or higher) than it would otherwise have been. Any such manipulation could have occurred over a substantial period of time.

 

On September 28, 2012, British regulators published a report on the review of LIBOR.  The report concluded that LIBOR should be retained as a benchmark, but recommended a comprehensive reform of LIBOR, including replacing the BBA with a new independent administrator of LIBOR.  The British government endorsed recommendations made by the report and instructed relevant institutions involved in the process of setting LIBOR to implement them.  Any changes in the method pursuant to which LIBOR is determined, as well as manipulative practices or the cessation thereof, may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the level of the index. Fluctuation or discontinuation of LIBOR would affect our interest expense and earnings and the fair value of certain of our financial instruments. We rely on interest rate swaps to help mitigate our exposure to such interest rate risk, on a portion of our debt obligations.  However, there is no assurance these arrangements will be effective in reducing our exposure to changes in interest rates.

 

In addition to the information set forth in this quarterly report on Form 10-Q, one should carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC, including, without limitation, the information contained under “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2011.  Those risk factors could materially affect our business, financial condition, and results of operations.  The risks that we describe in our public filings are not the only risks that we face.  Additional risks and uncertainties not currently known to us, or that we presently deem to be immaterial, also may materially adversely affect our business, financial condition, and results of operations.

 

89



Table of Contents

 

Item 6.

EXHIBITS

 

 

3.1*

Articles of Amendment and Restatement of the Company, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 1997.

3.2*

Certificate of Correction of the Company, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 1997.

3.3*

Bylaws of the Company (as amended December 15, 2011), filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on December 19, 2011.

3.4*

Articles Supplementary, dated June 9, 1999, relating to the 9.50% Series A Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 13, 1999.

3.5*

Articles Supplementary, dated February 10, 2000, relating to the election to be subject to Subtitle 8 of Title 3 of the Maryland General Corporation Law, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 10, 2000.

3.6*

Articles Supplementary, dated February 10, 2000, relating to the Series A Junior Participating Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 10, 2000.

3.7*

Articles Supplementary, dated January 18, 2002, relating to the 9.10% Series B Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on January 18, 2002.

3.8*

Articles Supplementary, dated June 22, 2004, relating to the 8.375% Series C Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on June 28, 2004.

3.9*

Articles Supplementary, dated March 25, 2008, relating to the 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 25, 2008.

3.10*

Articles Supplementary, dated March 12, 2012, relating to the 6.45% Series E Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 14, 2012.

4.1*

Specimen certificate representing shares of common stock, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on May 5, 2011.

4.2*

Specimen certificate representing shares of 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 25, 2008.

4.3*

Indenture, dated as of April 27, 2009, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust Company, as Trustee, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 10, 2009.

4.4*

Indenture, dated as of February 29, 2012, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 29, 2012.

4.5*

Supplemental Indenture No. 1, dated as of February 29, 2012, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 29, 2012.

4.6*

Form of 4.60% Senior Note due 2022 (included in Exhibit 4.5 above).

4.7*

Specimen certificate representing shares of 6.45% Series E Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on March 12, 2012.

11.1

Statement of Computation of Per Share Earnings (included in Note 8 to the Condensed Consolidated Financial Statements).

12.1

Computation of Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividends.

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.0

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

The following materials from the Company’s quarterly report on Form 10-Q for the three and nine months ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2012, and December 31, 2011 (unaudited), (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2012 and 2011 (unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011 (unaudited), (iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests for the nine months ended September 30, 2012 (unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).

 


(*)         Incorporated by reference.

 

90



Table of Contents

 

SIGNATURES

 

Pursuant to the requirements 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, on November 9, 2012.

 

 

ALEXANDRIA REAL ESTATE EQUITIES, INC.

 

 

 

 

 

/s/ Joel S. Marcus

 

Joel S. Marcus

Chairman/Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

/s/ Dean A. Shigenaga

 

Dean A. Shigenaga

Chief Financial Officer

(Principal Financial Officer)

 

91