Alexandria Real Estate Equities, Inc 10-Q, filed May 15, 2001
Alexandria Real Estate Equities, Inc. (ARE)
About this 10-Q
Alexandria Real Estate Equities, Inc filed this 10-Q on May 15, 2001, covering the quarter ended March 31, 2001.
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 March 31, 2001 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 1-12993
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
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135 North Los Robles Avenue, Suite 250
Pasadena, California 91101
(Address of principal executive offices including 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 reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ],
As of May 11, 2001, 16,171,396 shares of common stock, par value $.01 per share, were outstanding.
ALEXANDRIA REAL ESTATE EQUITIES, INC.
TABLE OF CONTENTS
| PART I. Financial Information | Page No. |
| Item 1. Financial Statements (unaudited): |
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Condensed Consolidated Balance Sheets of Alexandria Real Estate Equities, Inc. and Subsidiaries as of March 31, 2001 and December 31, 2000 |
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Condensed Consolidated Income Statements of Alexandria Real Estate Equities, Inc. and Subsidiaries for the three months ended March 31, 2001 and 2000. |
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Condensed Consolidated Statements of Cash Flows of Alexandria Real Estate Equities, Inc. and Subsidiaries for the three months ended March 31, 2001 and 2000 |
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| Notes to Condensed Consolidated Financial Statements |
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| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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| PART II. Other Information |
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| Item 1. Legal Proceedings |
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| Item 2. Changes in Securities and Use of Proceeds |
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| Item 3. Defaults Upon Senior Securities |
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| Item 4. Submission of Matters to a Vote of Security Holders |
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| Item 5. Other Information |
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| Item 6. Exhibits and Reports on Form 8-K |
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| Signatures |
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PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Alexandria Real Estate Equities, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(DOLLARS IN THOUSANDS)
March 31, December 31,
2001 2000
------------ ------------
Assets
Rental properties, net $701,016 $679,653
Property under development 31,561 26,092
Cash and cash equivalents 5,796 2,776
Tenant security deposits and other restricted cash 8,921 6,995
Secured note receivable 6,000 6,000
Tenant receivables 2,917 2,835
Deferred rent 16,552 14,945
Other assets 47,347 41,688
------------ ------------
Total assets $820,110 $780,984
============ ============
Liabilities and stockholders' equity
Secured notes payable $201,378 $200,256
Unsecured line of credit 259,000 231,000
Accounts payable, accrued expenses and tenant
security deposits 37,689 23,123
Dividends payable 7,967 7,453
------------ ------------
Total liabilities 506,034 461,832
Stockholders' equity:
Series A preferred stock 38,588 38,588
Common stock 157 155
Additional paid-in capital 281,693 278,868
Deferred compensation (2,668) (296)
Retained earnings - -
Accumulated other comprehensive income (3,694) 1,837
------------ ------------
Total stockholders' equity 314,076 319,152
------------ ------------
Total liabilities and stockholders' equity $820,110 $780,984
============ ============
See Accompanying Notes to Condensed Consolidated Financial Statements
Alexandria Real Estate Equities, Inc. and Subsidiaries
Condensed Consolidated Income Statements
(Unaudited)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
March 31,
-----------------------
2001 2000
----------- -----------
Revenues:
Rental $23,572 $18,655
Tenant recoveries 6,335 4,758
Interest and other income 1,088 549
----------- -----------
30,995 23,962
Expenses:
Rental operations 6,720 4,974
General and administrative 2,874 2,093
Interest 7,361 5,551
Depreciation and amortization 6,734 5,607
----------- -----------
23,689 18,225
----------- -----------
Net income 7,306 5,737
Dividends on preferred stock 916 916
----------- -----------
Net income available to
common stockholders $6,390 $4,821
=========== ===========
Net income per common share:
-Basic $0.41 $0.35
=========== ===========
-Diluted $0.41 $0.35
=========== ===========
Weighted average shares of
common stock outstanding:
-Basic 15,471,100 13,780,276
=========== ===========
-Diluted 15,704,458 13,912,400
=========== ===========
See Accompanying Notes to Condensed Consolidated Financial Statements
Alexandria Real Estate Equities, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(DOLLARS IN THOUSANDS)
Three Months Ended
March 31,
----------------------
2001 2000
---------- ----------
Operating Activities
Net income $7,306 $5,737
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,734 5,610
Amortization of loan fees and costs 303 256
Amortization of premiums on secured notes (79) (79)
Stock compensation expense 637 421
Changes in operating assets and liabilties:
Tenant security deposits and other restricted cash (1,926) (163)
Tenant receivables (82) 543
Deferred rent (1,607) (1,008)
Other assets (2,467) (3,709)
Accounts payable, accrued expenses and tenant
security deposits 8,648 (1,558)
---------- ----------
Net cash provided by operating activities 17,467 6,050
---------- ----------
Investing Activities
Purchase of rental properties (16,291) -
Additions to rental properties (10,973) (3,202)
Additions to property under development (5,469) (13,578)
Additions to investments, net (3,940) (4,252)
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Net cash used in investing activities (36,673) (21,032)
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Financing Activities
Proceeds from secured notes payable 2,472 1,539
Proceeds from exercise of stock options 631 900
Net borrowings on unsecured line of credit 28,000 19,000
Principal reductions of secured notes payable (1,271) (1,098)
Dividends paid on common stock (6,690) (5,921)
Dividends paid on preferred stock (916) (916)
---------- ----------
Net cash provided by financing activities 22,226 13,504
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Net increase (decrease) in cash and cash equivalents 3,020 (1,478)
Cash and cash equivalents at beginning of period 2,776 3,446
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Cash and cash equivalents at end of period $5,796 $1,968
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See Accompanying Notes to Condensed Consolidated Financial Statements
Alexandria Real Estate Equities, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Background and Basis of Presentation
Background
Alexandria Real Estate Equities, Inc. is a real estate investment trust ("REIT") formed in 1994. We are engaged primarily in the ownership, operation, management, acquisition, conversion, retrofitting, expansion and selective development and redevelopment of properties containing a combination of office and laboratory space. We refer to these properties as "Life Science Facilities." Our Life Science Facilities are designed and improved for lease primarily to pharmaceutical, biotechnology, diagnostic, product and service products companies, not-for-profit research institutions, universities, related government agencies and technology enterprises. As of March 31, 2001, our portfolio consisted of 77 properties in nine states with approximately 5.0 million rentable square feet.
We have prepared the accompanying interim financial statements in accordance with accounting principles generally accepted in the United States and in conformity with the rules and regulations of the Securities and Exchange Commission. In our opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, that are necessary to fairly present the interim 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, 2001. These financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2000.
Basis of Presentation and Significant Accounting Policies
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.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current period presentation.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following (in thousands):
March 31, December 31,
2001 2000
------------ ------------
Unrealized gain on marketable
securities $2,224 $1,837
Unrealized loss on interest rate
swap agreements (5,918) -
------------ ------------
($3,694) $1,837
============ ============
The following table provides a reconciliation of comprehensive income (in thousands):
Three Months Ended
March 31,
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2001 2000
--------- ---------
Net income $7,306 $5,737
Unrealized gain on marketable
securities 386 132
Unrealized loss on interest
rate swap agreements (2,457) -
--------- ---------
Comprehensive income $5,235 $5,869
========= =========
Investments
We hold equity investments in certain publicly traded companies and privately held entities. All of our investments in publicly traded companies are considered "available for sale" under the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," and have been included at fair value in other assets in the accompanying balance sheets. Fair value has been determined by the closing trading price at the balance sheet date, with unrealized gains and losses included in accumulated other comprehensive income, a separate component of stockholders' equity. The cost of investments sold is determined using the specific identification method, with realized gains and losses included in interest and other income.
Investment income of $630,000 for the quarter ended March 31, 2001 consisted of gross realized gains of $947,000 and gross realized losses of $317,000. The fair value of available-for-sale securities as of March 31, 2001 was $5,026,000, with related gross unrealized gains of $2,683,000 and gross unrealized losses of $459,000, respectively. At March 31, 2001, the cost of available-for- sale securities totaled $2,802,000.
Investments in privately held entities as of March 31, 2001, totaled $18,222,000. These investments are accounted for under the cost method and are included in other assets in the accompanying balance sheets.
2. Rental Properties
Rental properties consist of the following (in thousands):
March 31, December 31,
2001 2000
----------- -----------
Land $101,842 $99,373
Buildings and improvements 598,316 575,212
Tenant and other improvements 64,313 62,622
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764,471 737,207
Less accumulated depreciation (63,455) (57,554)
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$701,016 $679,653
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During the three months ended March 31, 2001, we acquired two properties containing approximately 119,000 rentable square feet from unrelated third parties for an aggregate purchase price (including closing and transaction costs) of approximately $16.3 million.
3. Unsecured Line of Credit
We have an unsecured line of credit that provides for borrowings of up to $325 million. Borrowings under the line of credit bear interest at a floating rate based on our election of either a LIBOR based rate or the higher of the bank's reference rate and the Federal Funds rate plus 0.5%. For each LIBOR based advance, we must elect to fix the rate for a period of one, two, three or six months. As of March 31, 2001, borrowings outstanding on the line of credit carried a weighted average interest rate of 7.17%.
The line of credit contains financial covenants, including, among other things, maintenance of minimum net worth, a total liabilities to gross asset value ratio, and a fixed charge coverage ratio. In addition, the terms of the line of credit restrict, among other things, certain investments, indebtedness, distributions and mergers.
The line of credit expires February 2003 and provides for an extension (provided there is no default) of an additional one-year period, upon notice by the company and consent of the participating banks.
4. Interest Rate Swap Agreements
We utilize interest rate swap agreements to hedge our exposure to variable interest rates associated with our unsecured line of credit. These agreements involve an exchange of fixed and floating interest payments without the exchange of the underlying principal amount (the "notional amount"). Interest received under all of our swap agreements is based on the one-month LIBOR rate.
The following table summarizes our interest rate swap agreements as of March 31, 2001:
Notional Interest
Transaction Date Effective Date Amount Pay Rate Termination Date Fair Value
- ------------------- ---------------- ---------------- ---------- ----------------- ---------------
October 1999 December 8, 1999 $ 50,000,000 6.500% May 31, 2001 $ (176,681)
April 2000 May 20, 2000 $ 50,000,000 6.995% January 2, 2003 $ (2,025,976)
July 2000 May 31, 2001 $ 50,000,000 7.070% May 31, 2003 $ (2,243,169)
January 2001 January 31, 2001 $ 50,000,000 6.350% December 31, 2002 $ (1,472,445)
Effective January 1, 2001, we adopted Statement of Financial Accounting Standards No. 133 (SFAS 133) "Accounting for Derivative Instruments and Hedging Activities," as amended by Statement No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities." SFAS 133, as amended, establishes accounting and reporting standards for derivative financial instruments such as our interest rate swap agreements. Specifically, SFAS 133 requires us to reflect our interest rate swap agreements on the balance sheet at their estimated fair value. We use a variety of methods and assumptions based on market conditions and risks existing at each balance sheet date to determine the fair values of our interest rate swap agreements. These methods of assessing fair value result in a general approximation of value, and such value may never be realized. As of January 1, 2001, the adoption of SFAS 133, as amended, resulted in qualifying interest rate swap agreements reported on the balance sheet as a liability of approximately $3.5 million, with a corresponding reduction to accumulated other comprehensive income, a separate component of stockholders' equity.
Under SFAS 133, all of our interest rate swap agreements have been deemed "effective" in reducing our exposure to variable interest rates. Accordingly, these instruments have been characterized as cash flow hedges.
As of March 31, 2001, our interest rate swap agreements have been reported in the accompanying balance sheet at their fair value as other liabilities of approximately $5.9 million, with the offsetting balance reflected in accumulated other comprehensive income,. Over time, the unrealized loss reflected in accumulated other comprehensive income will be recognized in earnings as swap payments are made.
5. Stockholders' Equity
On March 27, 2001, we declared a cash dividend on our common stock aggregating $7,203,000 ($ 0.46 per share) for the calendar quarter ended March 31, 2001. We paid the dividend on April 16, 2001. On March 27, 2001, we also declared a cash dividend on our Series A preferred stock aggregating $916,000 ($ 0.59375 per share) for the period from January 16, 2001 through April 15, 2001. We paid the dividend on April 16, 2001. The portion relating to the period prior to March 31, 2001 ($765,000) has been included in dividends payable in the accompanying balance sheet.
6. Net Income Per Share
The following table shows the computation of net income per share of our common stock outstanding (dollars in thousands, except per share amounts):
Three Months Ended
March 31,
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2001 2000
----------- -----------
Net income available to common
stockholders $6,390 $4,821
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Weighted average shares of
common stock outstanding - basic 15,471,100 13,780,276
Add: dilutive effect of
stock options and stock grants 233,358 132,124
----------- -----------
Weighted average shares of
common stock outstanding - diluted 15,704,458 13,912,400
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Net income per common share:
- Basic $0.41 $0.35
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- Diluted $0.41 $0.35
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Common dividends declared per share $0.46 $0.43
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7. Subsequent Event
On April 6, 2001, we completed the placement of 500,000 shares of common stock to institutional investors. The shares were issued at a price of $36.444 per share, resulting in aggregate proceeds of approximately $16.8 million, net of offering costs.
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 operation, 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, those described below under the headings "Business Risks" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2000. We do not take any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events or otherwise. Readers of this Form 10-Q should also read our Securities and Exchange Commission and other publicly filed documents for further discussion regarding such factors. As used in this Form 10-Q, "we," "our," "ours" and "us" refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.
The following discussion should be read in conjunction with the financial statements and notes appearing elsewhere in this report.
Overview
Since our formation in October 1994, we have devoted substantially all of our resources to the ownership, operation, management, acquisition, conversion, retrofitting, expansion and selective development and redevelopment of high quality, strategically located Life Science Facilities in our target markets.
As of March 31, 2001, our portfolio consisted of 77 properties containing approximately 5.0 million rentable square feet of office/laboratory space. As of that date, our properties were approximately 98.8% leased, excluding those properties under redevelopment. Our primary source of revenue is rental income and tenant recoveries from leases at the properties we own. The comparability of financial data from period to period is affected by the timing of our acquisition and development activities.
Results of Operations
Comparison of Three Months Ended March 31, 2001 ("First Quarter 2001") to Three Months Ended March 31, 2000 ("First Quarter 2000")
Rental revenue increased by $4.9 million, or 26%, to $23.6 million for First Quarter 2001 compared to $18.7 million for First Quarter 2000. The increase resulted primarily from rental revenue from the properties acquired or placed in service after January 1, 2000. Rental revenue from the properties operating before January 1, 2000 (the "First Quarter Same Properties") increased by $962,000, or 6.8%, due to increases in rental rates and occupancy.
Tenant recoveries increased by $1.5 million, or 33%, to $6.3 million for First Quarter 2001 compared to $4.8 million for First Quarter 2000. The increase resulted partially from tenant recoveries from the properties acquired or placed in service after January 1, 2000. Tenant recoveries for the First Quarter Same Properties increased by $793,000, or 21.5%, primarily due to increases in certain recoverable operating expenses.
Interest and other income increased by $539,000, or 98%, to $1.1 million for First Quarter 2001 compared to $549,000 for First Quarter 2000, resulting primarily from $630,000 of investment income.
Rental operating expenses increased by $1.7 million, or 35%, to $6.7 million for First Quarter 2001 compared to $5.0 million for First Quarter 2000. The increase resulted partially from rental operating expenses from the properties acquired or placed in service after January 1, 2000. Operating expenses for the First Quarter Same Properties increased by $1.0 million, or 26.6%, primarily due to increases in utilities and tenant related expenses (substantially all of which are recoverable from our tenants through tenant recoveries).
The following is a comparison of property operating data computed under accounting principles generally accepted in the United States ("GAAP Basis") and under accounting principles generally accepted in the United States, adjusted to exclude the effect of straight line rent adjustments required by GAAP ("Cash Basis") for the First Quarter Same Properties (dollars in thousands):
For the Three Months
Ended March 31,
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2001 2000 Change
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GAAP BASIS:
Revenue $20,020 $18,210 9.9%
Rental operating expenses 4,768 3,767 26.6%
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Net operating income $15,252 $14,443 5.6%
=========== =========== =========
CASH BASIS (1):
Revenue $19,687 $17,752 10.9%
Rental operating expenses 4,768 3,767 26.6%
----------- ----------- ---------
Net operating income $14,919 $13,985 6.7%
=========== =========== =========
_________
- Revenue and operating expenses are computed in accordance with GAAP, except that revenue excludes the effect of straight line rent adjustments.
General and administrative expenses increased by $781,000, or 37%, to $2.9 million for First Quarter 2001 compared to $2.1 million for First Quarter 2000. The increase was primarily due to general and administrative expenses associated with the continued expansion in the scope of our operations.
Interest expense increased by $1.8 million, or 33%, to $7.4 million for First Quarter 2001 compared to $5.6 million for First Quarter 2000. The increase resulted from (a) indebtedness incurred to purchase the properties acquired after January 1, 2000 and (b) indebtedness incurred to finance the development of properties, for which development has now been completed.
Depreciation and amortization increased by $1.1 million, or 20%, to $6.7 million for First Quarter 2001 compared to $5.6 million for First Quarter 2000. The increase resulted primarily from depreciation associated with the properties acquired or placed in service after January 1, 2000.
As a result of the foregoing, net income was $7.3 million for First Quarter 2001 compared to $5.7 million for First Quarter 2000.
Liquidity and Capital Resources
Cash Flows
Net cash provided by operating activities for First Quarter 2001 increased by $11.4 million, to $17.5 million compared to $6.1 million for First Quarter 2000. The increase resulted primarily from increases in accounts payable resulting from (a) the receipt of $3.5 million in deposits from certain tenants as security for improvement projects they are undertaking and (b) an increase in trade accounts payable of $4.6 million due to the timing of these disbursements.
Net cash used in investing activities increased by $15.7 million, to $36.7 million for First Quarter 2000 compared to $21.0 million for First Quarter 2000 primarily due to the acquisition of two properties during First Quarter 2001 for an aggregate purchase price of $16.3 million.
Net cash provided by financing activities increased by $8.7 million, to $22.2 million for First Quarter 2001 compared to $13.5 million for First Quarter 2000. Cash provided by financing activities for First Quarter 2000 and First Quarter 2001consisted primarily of net proceeds from our unsecured line of credit, secured debt and exercise of stock options, partially offset by principal reductions on our secured debt and distributions to stockholders.
Commitments
As of March 31, 2001, we were committed under the terms of certain leases to complete the construction of buildings and related improvements at a remaining aggregate cost of $20.5 million.
As of March 31, 2001, we were also committed to fund approximately $37.7 million for the construction of tenant improvements under the terms of various leases and for certain investments.
Restricted Cash
Restricted cash as of March 31, 2001 consists of the following (in thousands):
Amount
---------
Funds held in trust as additional security required under
the terms of certain secured notes payable $5,351
Security deposit funds based on the terms of certain
lease agreements 3,570
---------
$8,921
=========
Secured Debt
Secured debt as of March 31, 2001 consists of the following (dollars in thousands):
Balance at Stated
March 31, Interest
Collateral 2001 Rate Maturity Date
- ------------------------------------------ ------------ ------------ --------------
One Innovation Drive,
Worcester, MA (1) $11,160 8.75% January 2006
100/800/801 Capitola Drive,
Durham, NC 12,282 8.68% December 2006
20/22 Firstfield Road, Gaithersburg, MD
and 1300 Quince Orchard Road,
Gaithersburg, MD 9,973 8.25% August 2007
620 Memorial Drive,
Cambridge, MA (2) 19,427 9.125% October 2007
14225 Newbrook Drive, Chantilly, VA
and 3000/3018 Western Avenue,
Seattle, WA 35,545 7.22% May 2008
377 Plantation Street, Worcester, MA
and 6166 Nancy Ridge Drive,
San Diego, CA 18,763 8.71% January 2010
25/35/45 W. Watkins Mill Road,
Gaithersburg, MD and 708 Quince
Orchard Road, Gaithersburg, MD 24,627 9.00% November 2010
1431 Harbor Bay Parkway,
Alameda, CA 5,425 7.165% January 2014
3535/3565 General Atomics Court,
San Diego, CA 16,349 9.00% December 2014
1102/1124 Columbia Street,
Seattle, WA 19,356 7.75% June 2016
1201 Clopper Road,
Gaithersburg, MD (3) 18,981 LIBOR + 1.75% January 2002
341/343 Oyster Point Boulevard (development
project) San Francisco, CA (4) 9,490 LIBOR + 1.70% June 2003
------------
$201,378
============
(1) The balance shown includes an unamortized premium of $582,000. The effective rate of the loan is 7.25%.
(2) The balance shown includes an unamortized premium of $1,795,000. The effective rate of the loan is 7.25%.
(3) The balance shown represents the amount drawn on a construction loan that provides for borrowings of up to $19,000,000.
(4) The balance shown represents the amount drawn on a construction loan that provides for borrowings of up to $25,175,000.
The following is a summary of the scheduled principal payments for our secured debt as of March 31, 2001 (in thousands):
Year Amount
-------------------------------------------
2001 $2,614
2002 23,183
2003 14,035
2004 4,199
2005 3,852
Thereafter 151,118
-----------
Subtotal 199,001
Unamortized Premium 2,377
-----------
$201,378
===========
Unsecured line of credit
We have an unsecured line of credit that provides for borrowings of up to $325 million. Borrowings under the line of credit bear interest at a floating rate based on our election of either a LIBOR based rate or the higher of the bank's reference rate and the Federal Funds rate plus 0.5%. For each LIBOR based advance, we must elect to fix the rate for a period of one, two, three or six months. As of March 31, 2001, borrowings outstanding on the line of credit carried a weighted average interest rate of 7.17%.
The line of credit contains financial covenants, including, among other things, maintenance of minimum net worth, a total liabilities to gross asset value ratio, and a fixed charge coverage ratio. In addition, the terms of the line of credit restrict, among other things, certain investments, indebtedness, distributions and mergers.
The line of credit expires February 2003 and provides for an extension (provided there is no default) of an additional one-year period, upon notice by us and consent of the participating banks.
We utilize interest rate swap agreements to hedge our exposure to variable interest rates associated with our unsecured line of credit. These agreements involve an exchange of fixed and floating interest payments without the exchange of the underlying principal amount (the "notional amount"). Interest received under all of our 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:
Notional Interest
Transaction Date Effective Date Amount Pay Rate Termination Date
- ----------------- ----------------- ---------------- --------- -----------------
October 1999 December 8, 1999 $ 50,000,000 6.500% May 31, 2001
April 2000 May 20, 2000 $ 50,000,000 6.995% January 2, 2003
July 2000 May 31, 2001 $ 50,000,000 7.070% May 31, 2003
January 2001 January 31, 2001 $ 50,000,000 6.350% December 31, 2002
With respect to our swap agreements, we are exposed to losses in the event the financial institution is unable to perform under the agreements, or in the event one-month LIBOR is less than the agreed-upon fixed interest rates.
Other Resources and Liquidity Requirements
We expect to continue meeting our short-term liquidity and capital requirements generally by using 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 make distributions necessary to enable us to continue qualifying as a real estate investment trust. We also believe that net cash provided by operations will be sufficient to fund our recurring non-revenue enhancing capital expenditures, tenant improvements and leasing commissions.
We expect to meet certain long-term liquidity requirements, for purposes such as property acquisitions, property development and redevelopment activities, scheduled debt maturities and non-recurring capital improvements, through long- term secured and unsecured indebtedness, including borrowings under our line of credit, and the issuance of additional debt and/or equity securities.
Inflation
Approximately 83% of our leases (on a square footage basis) are triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area and other operating expenses, including increases therein. In addition, approximately 12% of our leases (on a square footage basis) require the tenants to pay a majority of operating expenses. Approximately 92% of our leases (on a square footage basis) contain effective annual rent escalations that are either fixed (generally ranging from 3% to 4%) or indexed based on a CPI index. Accordingly, we do not believe that our earnings or cash flow are subject to any significant risk from inflation. An increase in inflation, however, could result in an increase in our variable rate borrowing cost, including borrowings under our unsecured line of credit.
Funds from Operations
We believe that funds from operations ("FFO") is helpful to investors as a measure of the performance of an equity REIT because, along with cash flows from operating activities, financing activities and investing activities, it provides investors with an understanding of our ability to incur and service debt, to make capital expenditures and to make distributions. We compute FFO in accordance with standards established by the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT") in its October 1999 White Paper (the "White Paper"), which may differ from the methodology for calculating FFO utilized by other equity REITs, and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for our discretionary use because a portion of FFO is needed for capital replacement or expansion, debt service obligations, or other commitments and uncertainties. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. FFO should not be considered as an alternative to net income determined in accordance with GAAP as an indication of our 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.
The following table presents our FFO for the three ended March 31, 2001 and 2000 (in thousands):
For the Three Months End
March 31,
-----------------------
2001 2000
----------- -----------
Net income $7,306 $5,737
Add:
Depreciation and amortization 6,734 5,607
Subtract:
Dividends on preferred stock (916) (916)
----------- -----------
FFO $13,124 $10,428
=========== ===========
Property and Lease Information
The following table is a summary of our property portfolio as of March 31, 2001 (dollars in thousands):
Rentable Annualized
Number of Square Base Occupancy
Properties Feet Rent Percentage
----------- ----------- ----------- -----------
Suburban Washington D.C. 20 1,745,040 $27,243 98.3% (1)
California - San Diego 19 836,264 21,773 100.0%
Eastern Massachusetts 6 384,974 10,601 100.0%
Southeast 5 340,469 5,212 94.0% (1)
Washington - Seattle 3 327,754 9,537 100.0%
California - San Francisco Bay 5 304,212 7,620 99.9%
New Jersey/Suburban Philadelphia 5 268,418 4,345 100.0%
----------- ----------- ----------- -----------
Subtotal 63 4,207,131 86,331 98.8%
Redevelopment Properties 14 769,564 8,631 44.9%
----------- ----------- ----------- -----------
Total 77 4,976,695 $94,962 90.5%
=========== =========== =========== ===========
________
- All, or substantially all, of the vacant space is office or warehouse space.
The following table provides information with respect to the lease expirations at our properties as of March 31, 2001:
Square Square Footage Annualized Base
Year of Number of Footage of as a Percentage Rent of Expiring
Lease Expiring Expiring of Leased Leases (per
Expiration Leases Leases Portfolio square foot)
- --------- ---------- ------------ ---------------- ----------------
2001 (1) 38 446,130 9.9% $21.01
2002 29 524,926 11.7% $19.58
2003 23 468,454 10.4% $19.83
2004 20 395,629 8.8% $19.25
2005 16 325,903 7.2% $25.21
Thereafter 50 2,341,645 52.0% $24.94
(1) Represents leases expiring between April 1, 2001 and December 31, 2001.
The following table is a summary of our lease activity for the three months ended March 31, 2001 computed on a GAAP Basis and on a Cash Basis:
Rental TI's/Lease Average
Number Square Expiring New Rate Commissions Lease
of Leases Footage Rate Rate Increase Per Foot Term
--------- --------- --------- --------- --------- ------------ ---------
Lease Activity - Expired Leases
Lease Expirations
Cash Rent 20 250,836 $16.07 -- -- -- --
GAAP Rent 20 250,836 $15.72 -- -- -- --
Renewed / Released Space
Cash Rent 8 188,574 $17.24 $18.48 7.2% $1.32 4.4 Years
GAAP Rent 8 188,574 $16.92 $19.31 14.1% $1.32 4.4 Years
Month-to-Month Leases
Cash Rent 10 60,346 $12.16 $13.93 14.6% -- --
GAAP Rent 10 60,346 $11.74 $13.93 18.7% -- --
Total Leasing
Cash Rent 18 248,920 $16.01 $17.38 8.6% -- --
GAAP Rent 18 248,920 $15.67 $18.01 14.9% -- --
Vacant Space Leased
Cash Rent 6 108,381 -- $25.76 -- $16.82 6.8 Years
GAAP Rent 6 108,381 -- $28.84 -- $16.82 6.8 Years
All Lease Activity
Cash Rent 24 357,301 -- $19.92 -- -- --
GAAP Rent 24 357,301 -- $21.29 -- -- --
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we are exposed is interest rate risk, which is the result of many factors, including governmental 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 characteristics of our outstanding debt and limit the effects of interest rates on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks such as counter-party credit risk and legal enforceability of hedging contracts.
Our future earnings, cash flows and fair values relating to financial instruments are primarily dependent upon market rates of interest, such as LIBOR. However, our interest rate swap agreements are intended to reduce the effects of interest rate changes. Based on interest rates at, and our swap agreements in effect on, March 31, 2001, we estimate that a 1% increase in interest rates on our line of credit would decrease annual future earnings and cash flows, after considering the effect of our interest rate swap agreements, by approximately $1.1 million. We further estimate that a 1% decrease in interest rates on our line of credit would increase annual future earnings and cash flows, after considering the effect of our interest rate swap agreements, by approximately $1.1 million. A 1% increase in interest rates on our secured debt and interest rate swap agreements would decrease their fair value by approximately $9.4 million. A 1% decrease in interest rates on our secured debt and interest rate swap agreements would increase their fair value by approximately $11.1 million. A 1% increase or decrease in interest rates on our secured note receivable would not have a material impact on its fair value.
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 March 31, 2001. 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, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
To our knowledge, no litigation is pending against us, other than routine actions and administrative proceedings, none of which, in the aggregate, are expected to have a material adverse effect on our financial condition, results of operations or cash flows, and substantially all of which are expected to be covered by liability insurance.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
12.1 Computation of Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(b) Reports on Form 8-K.
None.
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 May 15, 2001.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. |
| (Registrant) |
| By: | /s/ Joel. S. Marcus |
|
| |
| Joel S. Marcus | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
| By: | /s/ Peter J. Nelson |
|
| |
| Peter J. Nelson | |
| Chief Financial Officer, Treasurer and Secretary | |
| (Principal Financial and Accounting Officer) |
EXHIBIT 12.1
ALEXANDRIA REAL ESTATE EQUITIES, INC.
COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
(in thousands, except ratios)
For the
Three Months
Ended
March 31,
2001 2000 1999 1998 1997 1996
--------- --------- --------- --------- --------- ---------
Earnings (Loss): ........................ $7,306 $26,009 $22,053 $19,403 ($2,797) $2,175
Add Back:
Interest Expense....................... 7,361 25,791 19,697 14,033 7,043 6,327
Write-off of Unamortized Loan Costs.... -- -- -- -- 2,295 --
Acquisition LLC Financing Costs........ -- -- -- -- 6,973 --
--------- --------- --------- --------- --------- ---------
Earnings Available for Fixed Charges. $14,667 $51,800 $41,750 $33,436 $13,514 $8,502
--------- --------- --------- --------- --------- ---------
Combined Fixed Charges:
Interest Incurred...................... $9,539 $33,832 $23,792 $16,264 $7,139 $6,327
Write-off of Unamortized Loan Costs(a). -- -- -- -- 2,295 --
Acquisition LLC Financing Costs(b)..... -- -- -- -- 6,973 --
Preferred Dividends.................... 916 3,666 2,036 -- 3,038 1,590
--------- --------- --------- --------- --------- ---------
Fixed Charges........................ $10,455 $37,498 $25,828 $16,264 $19,445 $7,917
--------- --------- --------- --------- --------- ---------
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends(c)........... 1.40 1.38 1.62 2.06 0.69 1.07
Excess of Fixed Charges Over Earnings.... $ -- $ -- $ -- $ -- $ -- $ --
-------------------
- This amount represents unamortized loan costs associated with debt retired in connection with the IPO.
- This amount represents the portion of the purchase price of the membership interests in ARE Acquisitions, LLC (the "Acquisition LLC") paid by the Company in excess of the cost incurred by the Acquisition LLC to acquire the three Life Science Facilities owned by it.
- For purposes of calculating the consolidated ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of earnings before income taxes and fixed charges. Fixed charges consist of interest incurred (including amortization of deferred financing costs and capitalized interest), write-off of unamortized loan costs, Acquisition LLC Financing Costs (see Note (b)), and preferred stock dividends.