Alexandria Real Estate Equities, Inc 10-Q, filed May 12, 2008
Alexandria Real Estate Equities, Inc. (ARE)
About this 10-Q
Alexandria Real Estate Equities, Inc filed this 10-Q on May 12, 2008, covering the quarter ended March 31, 2008.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x |
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QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE |
For the quarterly period ended March 31, 2008
OR
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o |
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TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE |
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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Maryland |
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95-4502084 |
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(State or other
jurisdiction of |
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(I.R.S. Employer Identification Number) |
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 is a large accelerated filer, an accelerated filer, or 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.
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o |
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(Do not check if a smaller reporting company) |
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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 May 5, 2008, 32,080,011 shares of common stock, par value $.01 per share, were outstanding.
TABLE OF CONTENTS
Alexandria Real Estate Equities, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
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March 31, |
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December 31, |
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(Unaudited) |
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Assets |
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Rental properties, net |
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$ |
3,079,288 |
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$ |
3,146,915 |
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Properties undergoing development and redevelopment and land held for development |
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1,246,905 |
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1,143,302 |
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Cash and cash equivalents |
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7,654 |
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8,030 |
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Tenant security deposits and other restricted cash |
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65,612 |
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51,911 |
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Tenant receivables |
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8,853 |
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6,759 |
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Deferred rent |
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84,152 |
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81,496 |
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Investments |
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74,134 |
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84,322 |
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Other assets |
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118,447 |
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119,359 |
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Total assets |
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$ |
4,685,045 |
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$ |
4,642,094 |
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Liabilities and Stockholders’ Equity |
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Secured notes payable |
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$ |
1,115,852 |
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$ |
1,212,904 |
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Unsecured line of credit and unsecured term loan |
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1,050,000 |
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1,115,000 |
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Unsecured convertible notes |
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460,000 |
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460,000 |
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Accounts payable, accrued expenses and tenant security deposits |
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264,850 |
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247,289 |
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Dividends payable |
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27,772 |
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27,575 |
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Total liabilities |
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2,918,474 |
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3,062,768 |
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Minority interest |
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74,857 |
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75,506 |
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Stockholders’ equity: |
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Series C preferred stock |
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129,638 |
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129,638 |
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Series D convertible preferred stock |
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220,000 |
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– |
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Common stock |
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317 |
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316 |
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Additional paid-in capital |
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1,374,451 |
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1,365,773 |
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Accumulated other comprehensive (loss) income |
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(32,692 |
) |
8,093 |
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Total stockholders’ equity |
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1,691,714 |
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1,503,820 |
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Total liabilities and stockholders’ equity |
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$ |
4,685,045 |
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$ |
4,642,094 |
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See the accompanying Notes to Condensed Consolidated Financial Statements
4
Alexandria Real Estate Equities, Inc. and Subsidiaries
Condensed Consolidated Income Statements
(Unaudited)
(Dollars in thousands, except per share amounts)
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Three Months Ended |
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2008 |
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2007 |
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Revenues |
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Rental |
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$ |
82,156 |
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$ |
71,038 |
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Tenant recoveries |
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24,553 |
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20,010 |
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Other income |
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3,250 |
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3,738 |
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109,959 |
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94,786 |
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Expenses |
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Rental operations |
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28,329 |
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23,277 |
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General and administrative |
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8,787 |
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8,074 |
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Interest |
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22,245 |
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20,263 |
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Depreciation and amortization |
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25,673 |
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22,920 |
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Non-cash impairment on investments |
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1,985 |
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– |
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87,019 |
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74,534 |
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Minority interest |
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951 |
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907 |
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Income from continuing operations |
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21,989 |
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19,345 |
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Income from discontinued operations, net |
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15,699 |
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2,439 |
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Net income |
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37,688 |
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21,784 |
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Dividends on preferred stock |
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2,928 |
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3,877 |
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Preferred stock redemption charge |
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– |
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2,799 |
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Net income available to common stockholders |
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$ |
34,760 |
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$ |
15,108 |
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Earnings per share – basic |
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Continuing operations (net of preferred stock dividends and preferred stock redemption charge) |
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$ |
0.60 |
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$ |
0.44 |
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Discontinued operations, net |
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0.50 |
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0.08 |
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Earnings per share – basic |
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$ |
1.10 |
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$ |
0.52 |
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Earnings per share – diluted |
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Continuing operations (net of preferred stock dividends and preferred stock redemption charge) |
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$ |
0.60 |
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$ |
0.44 |
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Discontinued operations, net |
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0.49 |
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0.08 |
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Earnings per share – diluted |
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$ |
1.09 |
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$ |
0.52 |
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Weighted average shares of common stock outstanding |
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Basic |
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31,546,591 |
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28,899,303 |
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Diluted |
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31,801,945 |
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29,299,733 |
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See the accompanying Notes to Condensed Consolidated Financial Statements
5
Alexandria Real Estate Equities, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
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Three Months Ended |
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2008 |
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2007 |
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Operating Activities |
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Net income |
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$ |
37,688 |
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$ |
21,784 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Minority interest |
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951 |
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907 |
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Depreciation and amortization |
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25,810 |
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23,518 |
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Amortization of loan fees and costs |
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1,775 |
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1,185 |
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Amortization of debt premiums/discount |
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(141 |
) |
(173 |
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Amortization of above and below market leases |
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(1,814 |
) |
(2,927 |
) |
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Deferred rent |
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(3,015 |
) |
(4,188 |
) |
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Stock compensation expense |
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3,536 |
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2,728 |
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Equity in loss related to investments |
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77 |
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173 |
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Gain on sales of investments |
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(2,717 |
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(2,787 |
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Gain/loss on properties “held for sale” and sales of property |
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(15,563 |
) |
(1,121 |
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Non-cash impairment on investments |
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1,985 |
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– |
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Changes in operating assets and liabilities: |
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Tenant security deposits and other restricted cash |
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(13,701 |
) |
(12,583 |
) |
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Tenant receivables |
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(2,094 |
) |
(777 |
) |
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Other assets |
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(4,665 |
) |
(5,982 |
) |
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Accounts payable, accrued expenses and tenant security deposits |
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(2,894 |
) |
12,156 |
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Net cash provided by operating activities |
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25,218 |
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31,913 |
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Investing Activities |
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Additions to properties |
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(116,605 |
) |
(95,912 |
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Proceeds from sales of property |
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68,047 |
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8,597 |
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Additions to investments |
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(3,142 |
) |
(4,802 |
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Proceeds from investments |
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3,794 |
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6,228 |
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Net cash used in investing activities |
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(47,906 |
) |
(85,889 |
) |
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Financing Activities |
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Principal reductions of secured notes payable |
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(96,869 |
) |
(63,102 |
) |
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Principal borrowings from unsecured line of credit |
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320,000 |
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74,000 |
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Repayments of borrowings from unsecured line of credit |
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(385,000 |
) |
(319,000 |
) |
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Proceeds from unsecured convertible notes |
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– |
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450,800 |
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Redemption of series B preferred stock |
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– |
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(57,500 |
) |
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Proceeds from issuance of series D convertible preferred stock |
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213,086 |
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– |
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Proceeds from exercise of stock options |
|
411 |
|
1,400 |
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Dividends paid on common stock |
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(25,002 |
) |
(21,677 |
) |
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Dividends paid on preferred stock |
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(2,714 |
) |
(4,967 |
) |
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Distributions to minority interest |
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(967 |
) |
(866 |
) |
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Contributions by minority interest |
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649 |
|
952 |
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Redemption of minority interest |
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(1,282 |
) |
– |
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Net cash provided by financing activities |
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22,312 |
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60,040 |
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Net (decrease) increase in cash and cash equivalents |
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(376 |
) |
6,064 |
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Cash and cash equivalents at beginning of period |
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8,030 |
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2,948 |
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Cash and cash equivalents at end of period |
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$ |
7,654 |
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$ |
9,012 |
|
See the accompanying Notes to Condensed Consolidated Financial Statements
6
Alexandria Real Estate Equities, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Background
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.
Alexandria Real Estate Equities, Inc., Landlord of Choice to the Life Science Industry®, is the largest owner and preeminent first-in-class international real estate investment trust focused principally on science-driven cluster formation through the ownership, operation, management, redevelopment, selective development and acquisition of properties containing technical environments, including office/laboratory space. Alexandria is the leading provider of high-quality environmentally sustainable real estate, technical infrastructure, services and capital to the broad and diverse life science industry. Client tenants include institutional (universities and independent not-for-profit institutions), pharmaceutical, biotechnology, medical device, product, service, and translational entities, as well as government agencies. Alexandria’s operating platform is based on the principle of “clustering,” with assets and operations located in key life science markets. Our asset base approximates 13.3 million rentable square feet consisting of 159 properties approximating 11.7 million rentable square feet (including spaces undergoing active redevelopment) and properties undergoing ground-up development approximating 1.6 million rentable square feet. In addition, our asset base will enable us to grow to approximately 22.3 million square feet through future ground-up development approximating 9.0 million square feet of office/laboratory space.
2. Basis of presentation
We have prepared the accompanying interim condensed consolidated 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 condensed consolidated financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which 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, 2008. 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, 2007.
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 a limited partnership and in limited liability companies which we consolidate in our financial statements. Such interests are subject to provisions of FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”), FASB Emerging Issues Task Force Issue No. 96-16, “Investor’s Accounting for an Investee When the Investor Has a Majority of the Voting Interest but the Minority Shareholder or Shareholders Have Certain Approval or Veto Rights”, FASB Emerging Issues Task Force Issue No. 04-5, “Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights” and American Institute of Certified Public Accountants Statement of Position 78-9, “Accounting for Investments in Real Estate Ventures”. Based on the provisions set forth in these rules, we consolidate the limited partnership and limited liability companies because we exercise significant control over major decisions by these entities, such as investment activity and changes in financing. For entities that are variable interest entities, as defined under FIN 46R, we consolidate the entity if we are the primary beneficiary.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
International operations
The functional currency for our subsidiaries operating in the United States is the United States dollar. We have four operating properties and one development parcel in Canada and a development project in China. The functional currency for
7
2. Basis of presentation (continued)
International operations (continued)
our foreign subsidiaries operating in Canada and China is the local currency. The assets and liabilities of our foreign subsidiaries are translated into United States dollars at the exchange rate in effect as of the financial statement date. Income statement accounts of our foreign subsidiaries are translated using the average exchange rate for the period presented. Gains or losses resulting from the translation are included in accumulated other comprehensive (loss) income as a separate component of stockholders’ equity.
The appropriate amounts of exchange gains or losses included in accumulated other comprehensive (loss) income will be reflected in 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.
Rental properties, net, properties undergoing development and redevelopment and land held for development
In accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (“SFAS 141”), we allocate the purchase price of acquired properties to land, land improvements, buildings, building improvements, tenant improvements, equipment and identified intangibles (including intangible value to above or below market leases and origination costs associated with acquired in-place leases, tenant relationships and other intangible assets) based upon their relative fair values. The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. We assess fair value of tangible and intangible assets based on 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.
Conditional asset retirement obligations
Some of our properties may have asbestos which, under certain conditions, requires remediation. Although we believe that the asbestos is appropriately contained in accordance with environmental regulations, our practice is to remediate the asbestos upon the development or redevelopment of the affected property. In accordance with FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations — an Interpretation of FASB Statement No. 143”, we recognize a liability for the fair value of a conditional asset retirement obligation (including asbestos) when the fair value of the liability can be reasonably estimated. In addition, for certain properties, we have not recognized an asset retirement obligation when there is an indeterminate settlement date for the obligation because the period in which we may remediate the obligation may not be estimated with any level of precision to provide for a meaningful estimate of the retirement obligation.
Accumulated other comprehensive (loss) income
Accumulated other comprehensive (loss) income consists of the following (in thousands):
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March 31, |
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December 31, |
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||
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Unrealized gain on marketable securities |
|
$ |
12,379 |
|
$ |
22,570 |
|
|
Unrealized loss on interest rate swap agreements |
|
(53,920 |
) |
(26,919 |
) |
||
|
Unrealized gain on foreign currency translation |
|
8,849 |
|
12,442 |
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||
|
|
|
$ |
(32,692 |
) |
$ |
8,093 |
|
The following table provides a reconciliation of comprehensive (loss) income (in thousands):
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Three Months Ended |
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2008 |
|
2007 |
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||
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Net income |
|
$ |
37,688 |
|
$ |
21,784 |
|
|
Unrealized loss on marketable securities |
|
(10,191 |
) |
(2,252 |
) |
||
|
Unrealized loss on interest rate swap agreements |
|
(27,001 |
) |
(2,989 |
) |
||
|
Unrealized loss on foreign currency translation |
|
(3,593 |
) |
(59 |
) |
||
|
Comprehensive (loss) income |
|
$ |
(3,097 |
) |
$ |
16,484 |
|
8
2. Basis of presentation (continued)
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 which distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and which 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 and China. Our tax returns are subject to examination in various jurisdictions for the calendar years 2003 through 2007.
In accordance with FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109” (“FIN 48”), the tax benefit of uncertain tax positions is recognized 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 March 31, 2008, 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 months ended March 31, 2008 and 2007.
Earnings per share and dividends declared
The following table shows the computation of earnings per share and dividends declared per common share (dollars in thousands, except per share amounts):
|
|
|
Three Months Ended March 31, |
|
||||
|
|
|
2008 |
|
2007 |
|
||
|
|
|
|
|
|
|
||
|
Net income available to common stockholders |
|
$ |
34,760 |
|
$ |
15,108 |
|
|
|
|
|
|
|
|
||
|
Weighted average shares of common stock outstanding – basic |
|
31,546,591 |
|
28,899,303 |
|
||
|
Add: dilutive effect of stock options and stock grants |
|
255,354 |
|
400,430 |
|
||
|
|
|
|
|
|
|
||
|
Weighted average shares of common stock outstanding – diluted |
|
31,801,945 |
|
29,299,733 |
|
||
|
|
|
|
|
|
|
||
|
Earnings per share – basic |
|
$ |
1.10 |
|
$ |
0.52 |
|
|
Earnings per share – diluted |
|
$ |
1.09 |
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share |
|
$ |
0.78 |
|
$ |
0.74 |
|
Our calculation of weighted average diluted shares pursuant to Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (“SFAS 128”) will include additional shares related to our unsecured convertible notes when the average market price is above the current conversion price. The number of additional shares that will be included in the weighted average diluted shares is equal to the number of shares that would be issued upon the settlement of the unsecured convertible notes assuming the settlement occurred on the end of the reporting period.
The dilutive effect of our series D convertible preferred stock shall be reflected in diluted earnings per share by application of the “if-converted” method in accordance with SFAS 128. For the three months ended March 31, 2008, the weighted average common stock equivalents related to our series D convertible preferred stock has been excluded from diluted weighted average shares of common stock as the impact on diluted earnings per share was anti-dilutive.
9
2. Basis of presentation (continued)
Earnings per share and dividends declared (continued)
FASB Emerging Issue Task Force Topic D-42, “The Effect on the Calculation of Earnings Per Share for the Redemption or Induced Conversion of Preferred Stock” (“EITF Topic D-42”) provides among other things, that any excess of (1) the fair value of the consideration transferred to the holders of preferred stock redeemed over (2) the carrying amount of preferred stock, should be subtracted from net earnings to determine net income available to common stockholders in the calculation of earnings per share. The cost to issue our preferred stock was recorded as a reduction to additional paid-in capital in the period that the preferred stock was issued. Upon any redemption of our preferred stock, the respective offering costs, representing the excess of the fair value of the consideration transferred to the holders over the carrying amount of the preferred stock, will be recognized as a dividend to preferred stockholders. During 2007, we called for redemption of our 9.10% series B cumulative redeemable preferred stock (“Series B Preferred Stock”). The Series B Preferred Stock was redeemed in March 2007 at a redemption price equal to $25.00 per share plus $0.4107639 per share representing accumulated and unpaid dividends to the redemption date. In accordance with EITF Topic D-42, we recorded a charge of approximately $2,799,000 to net income available to common stockholders during the three months ended March 31, 2007 for costs related to the redemption of the Series B Preferred Stock. Dividends on preferred stock are deducted from net income to arrive at net income allocable to common stockholders.
Fair value
On January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require new fair value measurements of reported balances. SFAS 157 establishes and requires disclosure of 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. The three levels of hierarchy are 1) using 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, as there are little, if any, related market activity. In instances where 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 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.
Impact of recently issued accounting standards
In March 2008, the Financial Accounting Standards Board (“FASB”) agreed to proceed to a draft of FASB Staff Position (“FSP”) No. APB 14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (including partial settlement)” that would affect the accounting treatment for convertible debt instruments, such as our outstanding unsecured convertible notes, that may be settled wholly or partially in cash. The proposed FSP would require that instruments within its scope be separated into their liability and equity components at initial recognition by recording the liability component at the fair value of a similar liability that does not have an associated equity component and attributing the remaining proceeds from issuance to the equity component. The excess of the principal amount of the liability component over its initial fair value would be amortized to interest expense using the interest method. In addition, the proposed FSP requires that interest cost for our unsecured convertible notes be accounted for based on our nonconvertible debt borrowing rate. Based on the FASB’s discussion in March 2008, the final FSP is expected to be substantially as originally proposed in the exposure draft. The proposed FSP is anticipated to be effective beginning on January 1, 2009 and will require retrospective application to all periods presented. If the FSP is issued as proposed, we expect an increase in our non-cash interest expense associated with our $460 million aggregate principal amount outstanding of unsecured convertible notes that were issued in January 2007, including non-cash interest expense for prior periods as a result of its proposed retrospective application. We believe the additional non-cash interest expense we may recognize under the proposed FSP would result in an increase to interest expense, as our estimated nonconvertible debt borrowing rate is higher than the current contractual rate of 3.70% on our $460 million unsecured convertible notes. For example, under the proposed FSP, if the interest rate for our nonconvertible borrowing rate was approximately 2.5% higher than the current contractual rate of 3.70% on our unsecured convertible notes, our non-cash interest expense included in net income for the year ended December 31, 2007 would
10
2. Basis of presentation (continued)
Impact of recently issued accounting standards (continued)
increase by approximately 8% to 9%. The proposed FSP, if adopted as proposed, would also increase our non-cash interest in 2008 and future periods during which our unsecured convertible notes remain outstanding. We are currently evaluating our nonconvertible debt borrowing rate and the overall impact of the proposed FSP on our consolidated financial statements. The impact of the proposed FSP on our consolidated financial statements could be influenced by certain factors, including the ultimate outcome of the final rules under the proposed FSP.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, “Disclosure about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS 161”), to enhance disclosures about an entity’s derivative and hedging activities. SFAS 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. SFAS 161 requires that the entity disclose the fair value of derivative instruments and their gains and losses as well as the credit-risk-related contingent features. SFAS 161 applies to our fiscal years beginning on January 1, 2009. The adoption of SFAS 161 is not expected to have a material impact on our consolidated financial statements.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (R), “Business Combinations” (“SFAS 141R”), to create greater consistency in the accounting and financial reporting of business combinations. SFAS 141R requires a company to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity to be measured at their fair values as of the acquisition date. SFAS 141R also requires companies to recognize the fair value 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. In addition, SFAS 141R requires that acquisition-related costs and restructuring costs be recognized separately from the business combination and expensed as incurred. SFAS 141R is effective for business combinations for which the acquisition date is on or after January 1, 2009. Early adoption is prohibited. We are currently evaluating the impact of SFAS 141R on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, ‘‘Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51’’ (‘‘SFAS 160’’). SFAS 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, and requires all entities to report noncontrolling interests in subsidiaries within equity in the consolidated financial statements, but separate from the parent shareholders’ equity. SFAS 160 also requires any acquisitions or dispositions of noncontrolling interests that do not result in a change of control to be accounted for as equity transactions. In addition, SFAS 160 requires that a parent company recognize a gain or loss in net income when a subsidiary is deconsolidated upon a change in control. SFAS 160 applies to our fiscal year beginning on January 1, 2009 and will be adopted prospectively. The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Early adoption is prohibited. The adoption of SFAS 160 will result in a reclassification of minority interest to a separate component of total equity and net income attributable to noncontrolling interest will no longer be treated as a reduction to net income but will be shown as a reduction from net income in calculating net income available to common stockholders. The adoption of SFAS 160 is not expected to have an impact on net income available to common stockholders or earnings per share attributable to common stockholders.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. We adopted SFAS 159 as of January 1, 2008. The adoption of SFAS 159 did not have a material impact on our consolidated financial statements as we did not elect the fair value option.
11
3. Rental properties, net, properties undergoing development and redevelopment and land held for development
Rental properties, net consisted of the following (in thousands):
|
|
|
March 31, |
|
December 31, |
|
||
|
Land |
|
$ |
483,307 |
|
$ |
531,171 |
|
|
Buildings and building improvements |
|
2,773,427 |
|
2,786,036 |
|
||
|
Other improvements |
|
184,212 |
|
185,726 |
|
||
|
|
|
3,440,946 |
|
3,502,933 |
|
||
|
Less accumulated depreciation |
|
(361,658 |
) |
(356,018 |
) |
||
|
Total |
|
$ |
3,079,288 |
|
$ |
3,146,915 |
|
As of March 31, 2008 and December 31, 2007, we had approximately $1.2 billion and $1.1 billion, respectively, undergoing development, redevelopment and pre-construction activities. In accordance with Statement of Financial Accounting Standards No. 34, “Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise–an amendment of FASB Statement No. 65” (“SFAS 34”), we are required to capitalize interest during the period an asset is undergoing activities to prepare it for its intended use. Capitalization of interest ceases after a project is substantially complete and ready for its intended use. In addition, should construction activity cease, interest would be expensed as incurred. Total interest capitalized for the three months ended March 31, 2008 was approximately $17,262,000.
4. 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 publicly traded companies are considered “available for sale” in accordance with Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and are recorded at fair value pursuant to SFAS 157. Fair value has been determined based upon the closing trading price as of the balance sheet date, with unrealized gains and losses shown as a separate component of stockholders’ equity. The classification of investments under SFAS 115 is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date. The cost of investments sold is determined by the specific identification method, with net realized gains and losses included in other income. Investments in privately held entities are generally accounted for under the cost method because we do not influence any operating or financial policies of the entities in which we invest. Certain investments are accounted for under the equity method in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock” (“APB 18”) and FASB Emerging Issues Task Force Topic D-46, “Accounting for Limited Partnerships” (“EITF Topic D-46”). Fair value of our investments in privately held entities is based upon “significant other observable” and “significant unobservable inputs” pursuant to SFAS 157. For all our investments, if a decline in the fair value of an investment below its 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. The factors that we consider in making these assessments include, but are not limited to, market prices, market conditions, prospects for favorable or unfavorable clinical trial results, new product initiatives and new collaborative agreements. As a result of these assessments, during the first quarter of 2008, we recognized aggregate non-cash impairment charges of $1,985,000 for other than temporary declines in the fair value of investments.
The following table summarizes our “available for sale” securities (in thousands):
|
|
|
March 31, |
|
December 31, |
|
||
|
Cost of “available for sale” securities |
|
$ |
3,512 |
|
$ |
5,626 |
|
|
Gross unrealized gains |
|
12,906 |
|
23,947 |
|
||
|
Gross unrealized losses |
|
(527 |
) |
(1,377 |
) |
||
|
Fair value of “available for sale” securities |
|
$ |
15,891 |
|
$ |
28,196 |
|
We believe that the gross unrealized losses related to our “available for sale” securities as of March 31, 2008 shown above are temporary.
12
4. Investments (continued)
Our investments in privately held entities as of March 31, 2008 and December 31, 2007 totaled $58,243,000 and$56,126,000, respectively. Of these totals, $58,123,000 and $55,841,000 are accounted for under the cost method. The remainder ($120,000 and $285,000 as of March 31, 2008 and December 31, 2007, respectively) are accounted for under the equity method in accordance with APB 18 and EITF Topic D-46. As of March 31, 2008, there were no unrealized losses in our investments in privately held entities.
5. Unsecured line of credit and unsecured term loan
In May 2007, we entered into an amendment to our amended and restated credit agreement to increase the maximum permitted borrowings under our unsecured credit facilities from $1.4 billion to $1.9 billion, consisting of a $1.15 billion unsecured line of credit and a $750 million unsecured term loan. We may in the future elect to increase commitments under the unsecured credit facilities by up to an additional $500 million.
Our unsecured line of credit, as amended, bears interest at a floating rate based on our election of either a London Interbank Offered Rate (“LIBOR”) based rate or the higher of the bank’s reference rate and the Federal Funds rate plus 0.50%. For each LIBOR-based advance, we must elect a LIBOR period of one, two, three or six months. Our unsecured line of credit matures in October 2010 and may be extended at our sole option for an additional one-year period. As of March 31, 2008, we had borrowings of $300 million outstanding on our unsecured line of credit with a weighted average interest rate of approximately 3.94%.
Our unsecured term loan, as amended, bears 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 0.50%. For each LIBOR-based advance, we must elect a LIBOR period of one, two, three or six months. Our unsecured term loan matures in October 2011 and may be extended at our sole option for an additional one-year period. As of March 31, 2008, we had borrowings of $750 million outstanding under the unsecured term loan with a weighted average interest rate, including the impact of our interest rate swap agreements, of approximately 5.92%.
Our unsecured line of credit and our unsecured term loan contain financial covenants, including, among other things, maintenance of minimum net worth, a leverage ratio and a fixed charge coverage ratio. In addition, the terms of the unsecured line of credit and unsecured term loan restrict, among other things, certain investments, indebtedness, distributions and mergers.
Aggregate unsecured borrowings may be limited to an amount based primarily on the net operating income derived from a pool of unencumbered properties. Aggregate unsecured borrowings may increase as we complete the development, redevelopment or acquire additional unencumbered properties. As of March 31, 2008, aggregate unsecured borrowings were limited to approximately $2.1 billion.
6. Unsecured convertible notes
In January 2007, we completed a private offering of $460 million of unsecured convertible notes that are due in 2027 (the “Notes”) with a coupon of 3.70%. At issuance, the Notes had an initial conversion rate of approximately 8.4774 common shares per $1,000 principal amount of the Notes representing a conversion price of approximately $117.96 per share of our common stock and a conversion premium of 20% based on the last reported sale price of $98.30 per share of our common stock on January 10, 2007. The net proceeds from this offering, after underwriters’ discount, were approximately $450.8 million.
Holders of the Notes may convert their Notes into cash and, if applicable, shares of our common stock prior to stated maturity only under the following circumstances: (1) the Notes will be convertible during any calendar quarter if the closing sale price of our common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) the Notes will be convertible during the five consecutive business days immediately after any five consecutive trading day period (the “Note Measurement Period”) in which the average trading price per $1,000 principal amount of Notes was equal to or less than 98% of the average conversion value of the Notes during the Note Measurement Period; (3) the Notes will be convertible upon the occurrence of specified corporate transactions, including a change in control, certain merger or consolidation transactions or the liquidation of the Company;
13
6. Unsecured convertible notes (continued)
(4) the Notes will be convertible if we call the Notes for redemption; and (5) the Notes will be convertible at any time from, and including, December 15, 2026 until the close of business on the business day immediately preceding January 15, 2027 or earlier redemption or repurchase. As of March 31, 2008, the Notes had a conversion rate of approximately 8.4842 common shares per $1,000 principal amount of the Notes and a conversion price of approximately $117.87 per share of our common stock.
Prior to January 15, 2012, we will not have the right to redeem the Notes, except to preserve our qualification as a REIT. On and after that date, we have the right to redeem the Notes, in whole or in part, at any time and from time to time, for cash equal to 100% of the principal amount of the Notes to be redeemed plus any accrued and unpaid interest to, but excluding, the redemption date.
Holders of the Notes may require us to repurchase their Notes, in whole or in part, on January 15, 2012, 2017 and 2022 for cash equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest to but excluding the repurchase date.
7. 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 line of credit and unsecured term loan. These agreements involve an exchange of fixed and floating rate 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.
14
7. Interest rate swap agreements (continued)
The following table summarizes our interest rate swap agreements as of March 31, 2008 (dollars in thousands):
|
Transaction Dates |
|
Effective Dates |
|
Termination |
|
Interest |
|
Notional |
|
Effective at |
|
Fair |
|
|||
|
December 2004 |
|
January 3, 2006 |
|
July 1, 2008 |
|
3.927% |
|
$ |
50,000 |
|
$ |
50,000 |
|
$ |
(209 |
) |
|
June 2006 |
|
June 30, 2006 |
|
September 30, 2009 |
|
5.299 |
|
125,000 |
|
125,000 |
|
(5,815 |
) |
|||
|
December 2003 |
|
December 29, 2006 |
|
October 31, 2008 |
|
5.090 |
|
50,000 |
|
50,000 |
|
(826 |
) |
|||
|
December 2005 |
|
December 29, 2006 |
|
November 30, 2009 |
|
4.730 |
|
50,000 |
|
50,000 |
|
(2,077 |
) |
|||
|
December 2005 |
|
December 29, 2006 |
|
November 30, 2009 |
|
4.740 |
|
50,000 |
|
50,000 |
|
(2,085 |
) |
|||
|
December 2006 |
|
December 29, 2006 |
|
March 31, 2014 |
|
4.990 |
|
50,000 |
|
50,000 |
|
(4,435 |
) |
|||
|
December 2006 |
|
January 2, 2007 |
|
January 3, 2011 |
|
5.003 |
|
28,500 |
|
28,500 |
|
(1,932 |
) |
|||
|
April 2004 |
|
April 30, 2007 |
|
April 30, 2008 |
|
4.850 |
|
50,000 |
|
50,000 |
|
(89 |
) |
|||
|
May 2005 |
|
June 29, 2007 |
|
June 30, 2008 |
|
4.400 |
|
50,000 |
|
50,000 |
|
(233 |
) |
|||
|
December 2006 |
|
June 29, 2007 |
|
October 31, 2008 |
|
4.920 |
|
50,000 |
|
50,000 |
|
(776 |
) |
|||
|
October 2007 |
|
October 31, 2007 |
|
June 30, 2008 |
|
4.458 |
|
50,000 |
|
50,000 |
|
(244 |
) |
|||
|
October 2007 |
|
October 31, 2007 |
|
September 30, 2012 |
|
4.546 |
|
50,000 |
|
50,000 |
|
(3,182 |
) |
|||
|
October 2007 |
|
October 31, 2007 |
|
September 30, 2013 |
|
4.642 |
|
50,000 |
|
50,000 |
|
(3,469 |
) |
|||
|
May 2005 |
|
November 30, 2007 |
|
November 28, 2008 |
|
4.460 |
|
25,000 |
|
25,000 |
|
(366 |
) |
|||
|
December 2005 |
|
January 2, 2008 |
|
December 31, 2010 |
|
4.768 |
|
50,000 |
|
50,000 |
|
(2,994 |
) |
|||
|
February 2008 |
|
February 7, 2008 |
|
December 1, 2008 |
|
2.640 |
|
38,600 |
|
38,600 |
|
(86 |
) |
|||
|
May 2005 |
|
June 30, 2008 |
|
June 30, 2009 |
|
4.509 |
|
50,000 |
|
– |
|
(1,212 |
) |
|||
|
June 2006 |
|
June 30, 2008 |
|
June 30, 2010 |
|
5.325 |
|
50,000 |
|
– |
|
(2,913 |
) |
|||
|
June 2006 |
|
June 30, 2008 |
|
June 30, 2010 |
|
5.325 |
|
50,000 |
|
– |
|
(2,913 |
) |
|||
|
October 2007 |
|
July 1, 2008 |
|
March 31, 2013 |
|
4.622 |
|
25,000 |
|
– |
|
(1,562 |
) |
|||
|
October 2007 |
|
July 1, 2008 |
|
March 31, 2013 |
|
4.625 |
|
25,000 |
|
– |
|
(1,566 |
) |
|||
|
June 2006 |
|
October 31, 2008 |
|
December 31, 2010 |
|
5.340 |
|
50,000 |
|
– |
|
(2,878 |
) |
|||
|
June 2006 |
|
October 31, 2008 |
|
December 31, 2010 |
|
5.347 |
|
50,000 |
|
– |
|
(2,886 |
) |
|||
|
May 2005 |
|
November 28, 2008 |
|
November 30, 2009 |
|
4.615 |
|
25,000 |
|
– |
|
(598 |
) |
|||
|
December 2006 |
|
November 30, 2009 |
|
March 31, 2014 |
|
5.015 |
|
75,000 |
|
– |
|
(3,359 |
) |
|||
|
December 2006 |
|
November 30, 2009 |
|
March 31, 2014 |
|
5.023 |
|
75,000 |
|
– |
|
(3,382 |
) |
|||
|
December 2006 |
|
December 31, 2010 |
|
October 31, 2012 |
|
5.015 |
|
100,000 |
|
– |
|
(1,833 |
) |
|||
|
Total |
|
|
|
|
|
|
|
|
|
$ |
817,100 |
|
$ |
(53,920 |
) |
|
In accordance with SFAS 157, we record our interest rate swaps agreements at fair value. Fair value has been determined primarily based upon the market prices for interest rate swap contracts with similar provisions, including remaining terms, and forward interest rate curves (a “significant other observable input”). The fair value calculation also includes an amount for risk of non-performance using “unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. We have concluded the fair value associate “unobservable inputs” for risk of non-performance was immaterial to the overall fair value of our interest rate swaps agreements and as a result, have determined the fair value of our interest rate swap agreements, in their entirety, based upon significant “other observable inputs” pursuant to SFAS 157.
8. Minority interest
Minority interest represents the third party interests in certain entities in which we have a controlling interest and a third party interest in a variable interest entity in which we are the primary beneficiary. These entities own eight properties and three development parcels and are included in our consolidated financial statements. Minority interest is adjusted for additional contributions, distributions to minority holders and the minority holders’ proportionate share of the net earnings or losses of each respective entity. Distributions, profits and losses related to these entities are allocated in accordance with the respective operating agreements. As of March 31, 2008 and December 31, 2007, the aggregate minority interest balances related to these entities were approximately $74.9 million and $75.5 million, respectively, and are classified as minority interest in the accompanying condensed consolidated balance sheets.
15
9. Stockholders’ equity
In March 2008, we completed a public offering of 8,800,000 shares of our 7.00% series D cumulative convertible preferred stock (“Series D Preferred Stock”). The shares were issued at a price of $25.00 per share, resulting in aggregate proceeds of approximately $213 million (after deducting underwriters’ discounts and other offering costs). In April 2008, we sold an additional 1,200,000 shares of our Series D Preferred Stock in an exercise of the underwriters’ over-allotment option, resulting in aggregate proceeds of approximately $29 million (after deducting underwriters’ discounts and other offering costs). The proceeds from this offering were used to pay down our unsecured line of credit. The dividends on our Series D Preferred Stock are cumulative and accrue from the date of original issuance. We pay dividends quarterly in arrears at an annual rate of $1.75 per share. Our Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption provisions and we are not allowed to redeem our Series D Preferred Stock, except to preserve our status as a REIT. Investors in our Series D Preferred Stock generally have no voting rights. On or after April 20, 2013, we may, at our option, be able to cause some or all of our Series D Preferred Stock to be automatically converted if the closing sale price per share of our common stock equals or exceeds 150% of the then-applicable conversion price of the Series D Preferred Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to our issuance of a press release announcing the exercise of our conversion option. Holders of our Series D Preferred Stock, at their option, may, at any time and from time to time, convert some or all of their outstanding shares initially at a conversion rate of 0.2477 shares of common stock per $25.00 liquidation preference, which is equivalent to an initial conversion price of approximately $100.93 per share of common stock.
In March 2008, we declared a cash dividend on our common stock aggregating $24,985,000 ($0.78 per share) for the calendar quarter ended March 31, 2008. In March 2008, we also declared cash dividends on our 8.375% series C cumulative redeemable preferred stock aggregating $2,714,000 ($0.5234375 per share), for the period January 15, 2008 through April 15, 2008.
In February 2007, we called for redemption of our series B preferred stock. The series B preferred stock was redeemed in March 2007 at a redemption price equal to $25.00 per share plus $0.4107639 per share representing accumulated and unpaid dividends to the redemption date. In accordance with EITF Topic D-42, we recorded a charge of approximately $2,799,000 to net income available to common stockholders in February 2007 for costs related to the redemption of the series B preferred stock.
10. Discontinued operations
In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), we classify a property 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 the 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 the property is classified as “held for sale”, its operations are classified as discontinued operations in our consolidated statements of income. When a property is designated as “held for sale”, amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. A loss is recognized for any initial adjustment of the asset’s carrying amount to fair value less costs to sell in the period the asset qualifies as “held for sale”. Depreciation of assets is discontinued commencing on the date they are designated as “held for sale”.
16
10. Discontinued operations (continued)
The following is a summary of income from discontinued operations, net and net assets of discontinued operations (in thousands):
|
|
|
Three Months Ended |
|
||||
|
|
|
2008 |
|
2007 |
|
||
|
Total revenue |
|
$ |
743 |
|
$ |
3,150 |
|
|
Operating expenses |
|
377 |
|
941 |
|
||
|
Revenue less operating expenses |
|
366 |
|
2,209 |
|
||
|
Interest expense |
|
93 |
|
293 |
|
||
|
Depreciation expense |
|
137 |
|
598 |
|
||
|
Subtotal |
|
136 |
|
1,318 |
|
||
|
Gain/loss on properties “held for sale” and sales of property, net |
|
15,563 |
|
1,121 |
|
||
|
Income from discontinued operations, net |
|
$ |
15,699 |
|
$ |
2,439 |
|
|
|
|
March 31, |
|
December 31, |
|
||
|
Properties “held for sale”, net |
|
$ |
15,612 |
|
$ |
30,331 |
|
|
Other assets |
|
72 |
|
71 |
|
||
|
Total assets |
|
$ |
15,684 |
|
$ |
30,402 |
|
|
Total liabilities |
|
164 |
|
62 |
|
||
|
Net assets of discontinued operations |
|
$ |
15,520 |
|
$ |
30,340 |
|
Income from discontinued operations, net for three months ended March 31, 2008, includes the results of operations of two properties that were designated as “held for sale” as of March 31, 2008 and six properties sold during the first quarter 2008. In accordance with SFAS 144, we recorded a non-cash impairment charge on properties “held for sale” of $4,650,000 related to an industrial building located in a suburban submarket south of Boston and an office building located in the San Diego market. These two properties are designated as “held for sale” and are included in rental properties, net as of March 31, 2008. Income from discontinued operations, net for three months ended March 31, 2007, includes the results of operations of two properties that were designated as “held for sale” as of March 31, 2008, six properties that were sold during first quarter 2008 and four land parcels and four properties sold during 2007. During the first quarter of 2008, we sold one property located in the San Diego Market that had been designated as “held for sale” as of December 31, 2007 and five properties located in the east bay area of the San Francisco Bay Market. The total sales price for the properties sold in the first quarter 2008 was approximately $70 million.
17
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 the following:
· financial market conditions;
· our failure to obtain additional capital or refinance debt maturities;
· increased interest rates and operating costs;
· proposed accounting rule changes for certain convertible debt instruments could increase significantly non-cash interest expense associated with our outstanding convertible notes;
· 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;
· difficulty managing our growth effectively;
· our failure to successfully operate or lease acquired properties;
· difficulties in identifying properties to acquire and completing acquisitions;
· general and local economic conditions;
· decreased rental rates or increased vacancy rates/failure to renew or replace expiring leases;
· defaults on or non-renewal of leases by tenants;
· our failure to comply with laws or changes in law;
· compliance with environmental laws;
· our failure to maintain our status as a REIT;
· certain ownership interests outside the United States may subject us to different or greater risks than those associated with our domestic operations;
· fluctuations in foreign currency exchange rates.
This list of risks and uncertainties, however, is only a summary of some risk factors and is not intended to be 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, 2007. Readers of our Quarterly Report on Form 10-Q should also read our Securities and Exchange Commission and other publicly filed documents for further discussion regarding such factors.
Although we presently believe that the plans, expectations and results expressed in or suggested by the forward-looking statements are reasonable, all forward-looking statements are inherently subjective, uncertain and subject to change, as they
18
involve substantial risks and uncertainties beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.
The following discussion should be read in conjunction with the consolidated 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, selective development, redevelopment and acquisition of properties containing technical environments, including office/laboratory space. We are the leading provider of high-quality environmentally sustainable real estate, technical infrastructure, services and capital to the broad and diverse life science industry. Client tenants include institutional (universities and independent not-for-profit institutions), pharmaceutical, biotechnology, medical device, product, service, and translational entities, as well as government agencies.
As of March 31, 2008, we had 159 properties containing approximately 11.7 million rentable square feet (including spaces undergoing active redevelopment) of office/laboratory space. As of that date, our properties were approximately 94.8% leased, excluding spaces at properties undergoing a permanent change in use to office/laboratory space through redevelopment and two properties that were classified as “held for sale.” Our primary sources of revenue 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 development, redevelopment and acquisition activities.
As of March 31, 2008, approximately 89% of our leases (on a square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area and other operating expenses, including increases thereto. In addition, as of March 31, 2008, approximately 8% of our leases (on a square footage basis) required the tenants to pay a majority of operating expenses. Additionally, as of March 31, 2008, approximately 92% of our leases (on a square footage basis) provided for the recapture of certain capital expenditures and approximately 94% of our leases (on a square footage basis) contained effective annual rent escalations that are either fixed or indexed based on the consumer price index or another index.
19
Results of operations
Comparison of Three Months Ended March 31, 2008 (“First Quarter 2008”) to Three Months Ended March 31, 2007 (“First Quarter 2007”)
Rental revenues increased by $11.1 million, or 16%, to $82.2 million for First Quarter 2008 compared to $71.0 million for First Quarter 2007. The increase resulted primarily from rental revenues from properties acquired, placed in service or redeveloped during the periods after January 1, 2007 and increases in rental rates related to renewed and/or releasable space leased.
Tenant recoveries increased by $4.5 million, or 23%, to $24.6 million for First Quarter 2008 compared to $20.0 million for First Quarter 2007. The increase resulted primarily from tenant recoveries from properties acquired, placed in service or redeveloped during the periods after January 1, 2007.
Other income for First Quarter 2008 and First Quarter 2007 of $3.3 million and $3.7 million, respectively, represents construction management fees, interest, investment income and storage income. As a percentage of total revenues, other income for First Quarter 2008 remained relatively consistent with First Quarter 2007 at approximately 3% to 4% of total revenues.
Rental operating expenses increased by $5.1 million, or 22%, to $28.3 million for First Quarter 2008 compared to $23.3 million for First Quarter 2007. The increase resulted primarily from rental operating expenses (primarily property taxes, insurance and utilities) from properties acquired, placed in service or redeveloped during the periods after January 1, 2007. The majority of the increase in rental operating expenses is recoverable from our tenants through tenant recoveries.
General and administrative expenses increased by $0.7 million, or 9%, to $8.8 million for First Quarter 2008 compared to $8.1 million for First Quarter 2007 primarily due to the growth in both the depth and breadth of our operations in multiple markets, including internationally. As a percentage of total revenues, general and administrative expenses for First Quarter 2008 remained relatively consistent with First Quarter 2007 at approximately 8% of total revenues.
Interest expense increased by $2.0 million, or 10%, to $22.2 million for First Quarter 2008 compared to $20.3 million for First Quarter 2007. The increase resulted primarily from an increase in indebtedness on our unsecured line of credit and unsecured term loan and outstanding indebtedness related to our unsecured convertible notes. These borrowings were utilized to finance the development, redevelopment and acquisition of properties in 2007 and 2008. We have entered into certain swap agreements to hedge a portion of our exposure primarily related to variable interest rates associated with our unsecured line of credit and unsecured term loan (see “Liquidity and Capital Resources - Interest Rate Swap Agreements”).
Depreciation and amortization increased by $2.8 million, or 12%, to $25.7 million for First Quarter 2008 compared to $22.9 million for First Quarter 2007. The increase resulted primarily from depreciation associated with the properties acquired, placed in service or redeveloped during the periods after January 1, 2007.
During the First Quarter 2008, we recognized a non-cash impairment charge of $1,985,000 associated with an other than temporary decline in the value of certain investments below their carrying value.
Income from discontinued operations, net of $15.7 million for First Quarter 2008 reflects the results of operations and gains/losses on six properties sold during the First Quarter 2008 and two properties designated as “held for sale” as of March 31, 2008. In connection with the properties sold in First Quarter 2008, we recorded a gain of approximately $20.2 million. In accordance with Statement of Financial Accounting Standards No. 144, we recorded a non-cash impairment charge of $4,650,000 related to an industrial building located in a suburban submarket south of Boston and an office building located in the San Diego market. These two properties are designated as “held for sale” as of March 31, 2008. Income from discontinued operations, net of $2.4 million for First Quarter 2007 reflects the results of operations of two properties that were designated as “held for sale” as of March 31, 2008, six properties sold in 2008 and four properties and four land parcels sold during 2007. In connection with the one property sold in First Quarter 2007, we recorded a gain of approximately $1.1 million.
20
Liquidity and capital resources
Cash flows
Net cash provided by operating activities for First Quarter 2008 decreased by $6.7 million to $25.2 million compared to $31.9 million for First Quarter 2007. The decrease resulted primarily from a decrease in cash flows from overall changes in operating assets and liabilities in excess of the increase in cash flows from operations.
Net cash used in investing activities for First Quarter 2008 was $47.9 million as compared to $85.9 million for First Quarter 2007. The decrease in net cash used in investing activities was primarily due to higher cash proceeds of approximately $59.5 million on sale of properties partially offset by an increase of $20.7 million in additions to properties during the First Quarter 2008 as compared to the First Quarter 2007.
Net cash provided by financing activities for First Quarter 2008 decreased by $37.7 million to $22.3 million compared to $60.0 million for First Quarter 2007. In First Quarter 2008, proceeds from the issuance of Series D preferred stock and borrowings from our unsecured line of credit were approximately $533.1 million and principal repayments on secured notes payable and our unsecured line of credit were approximately $481.9 million. Additionally, we redeemed minority interests on two of our properties for approximately $1.3 million during the First Quarter 2008. In First Quarter 2007, proceeds from unsecured convertible note and borrowings from our unsecured line of credit were approximately $524.8 million and series B preferred redemption payments and principal repayments on secured notes payable and our unsecured line of credit were approximately $439.6 million. In addition, dividends paid to common stockholders and preferred stockholders increased by $1.1 million to $27.7 million compared to First Quarter 2007.
Contractual obligations and commitments
Contractual obligations as of March 31, 2008, consisted of the following (in thousands):
|
|
|
|
|
Payments by Period |
|
|||||||||||
|
|
|
Total |
|
2008 |
|
2009-2010 |
|
2011-2012 |
|
Thereafter |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Secured notes payable |
|
$ |
1,115,852 |
|
$ |
7,744 |
|
$ |
377,099 |
|
$ |
221,869 |
|
$ |
509,140 |
|
|
Unsecured line of credit and unsecured term loan |
|
1,050,000 |
|
– |
|
300,000 |
|
750,000 |
|
– |
|
|||||
|
Unsecured convertible notes |
|
460,000 |
|
– |
|
– |
|
460,000 |
|
– |
|
|||||
|
Estimated interest payments |
|
498,585 |
|
83,864 |
|
202,442 |
|
129,904 |
|
82,375 |
|
|||||
|
Ground lease obligations |
|
632,674 |
|
4,452 |
|
13,531 |
|
15,933 |
|
598,758 |
|
|||||
|
Other obligations |
|
5,110 |
|
960 |
|
2,316 |
|
1,834 |
|
– |
|
|||||
|
Total |
|
$ |
3,762,221 |
|
$ |
97,020 |
|
$ |
895,388 |
|
$ |
1,579,540 |
|
$ |
1,190,273 |
|
Secured notes payable as of March 31, 2008 consisted of 30 notes secured by 69 properties and 6 land development parcels.
Our unsecured line of credit matures in October 2010 and may be extended at our sole option for an additional one-year period. Our unsecured term loan matures in October 2011 and may be extended at our sole option for an additional one-year period.
Estimated interest payments on our fixed rate debt and hedged variable rate debt were calculated based upon on contractual interest rates, including the impact of interest rate swap agreements; interest payment dates and scheduled maturity dates.
Ground lease obligations as of March 31, 2008 included leases for 19 of our properties and three land development parcels. These lease obligations have remaining lease terms of 24 to 98 years, exclusive of extension options.
In addition to the above, we were committed as of March 31, 2008 under the terms of contracts to complete the construction of properties undergoing development and redevelopment and land held for development at a remaining aggregate cost of approximately $344.2 million.
As of March 31, 2008, we were also committed to fund approximately $36.5 million for the construction of building infrastructure improvements under the terms of leases and/or construction contracts and approximately $32.1 million for certain investments.
21
Tenant security deposits and other restricted cash
Tenant security deposits and other restricted cash consisted of the following (in thousands):
|
|
|
March 31, |
|
December 31, |
|
||
|
Funds held in trust under the terms of certain secured notes payable |
|
$ |
19,298 |
|
$ |
20,375 |
|
|
Funds held in escrow related to construction projects |
|
35,931 |
|
23,727 |
|
||
|
Other funds |
|
10,383 |
|
7,809 |
|
||
|
Total |
|
$ |
65,612 |
|
$ |
51,911 |
|
Secured notes payable
Secured notes payable totaled $1.1 billion and $1.2 billion as of March 31, 2008 and December 31, 2007, respectively. Our secured notes payable had weighted average interest rates of 5.53% and 6.08% at March 31, 2008 and December 31, 2007, respectively, with maturity dates ranging from June 2009 to August 2016.
Our secured notes payable generally require monthly payments of principal and interest. At March 31, 2008, our secured notes payable were comprised of $805.0 million and $310.8 million of fixed and variable rate debt, respectively, compared to $902.9 million and $310.0 million of fixed and variable rate debt, respectively, at December 31, 2007.
The following is a summary of the scheduled principal payments for our secured debt and the weighted average interest rates as of March 31, 2008 (in thousands):
|
Year |
|
Amount |
|
Weighted |
|
||
|
2008 |
|
$ |
7,744 |
|
5.53 |
% (1) |
|
|
2009 |
|
284,617 |
|
5.52 |
(2) |
|
|
|
2010 |
|
92,482 |
|
5.94 |
(2) |
|
|
|
2011 |
|
183,380 |
|
5.80 |
(2) |
|
|
|
2012 |
|
38,489 |
|
5.99 |
(2) |
|
|
|
Thereafter |
|
509,140 |
|
5.92 |
(2) |
|
|
|
|
|
$ |
1,115,852 |
|
|
|
|
(1) The weighted average interest rate is calculated based on outstanding debt as of March 31, 2008.
(2) The weighted average interest rate is calculated based on outstanding debt as of December 31st of the year immediately preceding the year presented.
Unsecured line of credit and unsecured term loan
In May 2007, we entered into an amendment to our amended and restated credit agreement to increase the maximum permitted borrowings under our unsecured credit facilities from $1.4 billion to $1.9 billion consisting of a $1.15 billion unsecured line of credit and a $750 million unsecured term loan. We may in the future elect to increase commitments under the unsecured credit facilities by up to an additional $500 million.
Our unsecured line of credit, as amended, bears 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 a LIBOR period of one, two, three or six months. Our unsecured line of credit matures in October 2010 and may be extended at our sole option for an additional one-year period. As of March 31, 2008, we had borrowings of $300 million outstanding under our unsecured line of credit with a weighted average interest rate of 3.94%.
Our unsecured term loan, as amended, bears 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 a LIBOR period of one, two, three or six months. Our unsecured term loan matures in October 2011 and may be extended at our sole option for an additional one-year period. As of March 31, 2008, we had borrowings of $750 million outstanding
22
under our unsecured term loan with a weighted average interest rate, including the impact of our interest rate swap agreements, of approximately 5.92%.
Our unsecured line of credit and our unsecured term loan contain financial covenants, including, among other things, maintenance of minimum net worth, a leverage ratio and a fixed charge coverage ratio. In addition, the terms of the unsecured line of credit and unsecured term loan restrict, among other things, certain investments, indebtedness, distributions and mergers.
Aggregate unsecured borrowings may be limited to an amount based primarily on the net operating income derived from a pool of unencumbered properties. Aggregate unsecured borrowings may increase as we complete the development, redevelopment or acquire additional unencumbered properties. As of March 31, 2008, aggregate unsecured borrowings were limited to approximately $2.1 billion.
Unsecured convertible notes
In January 2007, we completed a private offering of $460 million of convertible notes that are due in 2027 (the “Notes”) with a coupon of 3.70%. At issuance, the Notes had an initial conversion rate of approximately 8.4774 common shares per $1,000 principal amount of the Notes representing a conversion price of approximately $117.96 per share of our common stock and a conversion premium of 20% based on the last reported sale price of $98.30 per share of our common stock on January 10, 2007. The net proceeds from this offering, after underwriters’ discount, were approximately $450.8 million.
Holders of the Notes may convert their Notes into cash and, if applicable, shares of our common stock prior to stated maturity only under the following circumstances: (1) the Notes will be convertible during any calendar quarter if the closing sale price of our common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) the Notes will be convertible during the five consecutive business days immediately after any five consecutive trading day period (the “Note Measurement Period”) in which the average trading price per $1,000 principal amount of Notes was equal to or less than 98% of the average conversion value of the Notes during the Note Measurement Period; (3) the Notes will be convertible upon the occurrence of specified corporate transactions, including a change in control, certain merger or consolidation transactions or the liquidation of the Company; (4) the Notes will be convertible if we call the Notes for redemption; and (5) the Notes will be convertible at any time from, and including, December 15, 2026 until the close of business on the business day immediately preceding January 15, 2027 or earlier redemption or repurchase. As of March 31, 2008, the Notes had a conversion rate of approximately 8.4842 common shares per $1,000 principal amount of the Notes and a conversion price of approximately $117.87 per share of our common stock.
Prior to January 15, 2012, we will not have the right to redeem the Notes, except to preserve our qualification as a real estate investment trust. On and after that date, we have the right to redeem the Notes, in whole or in part, at any time and from time to time, for cash equal to 100% of the principal amount of the Notes to be redeemed plus any accrued and unpaid interest to, but excluding, the redemption date.
Holders of the Notes may require us to repurchase their Notes, in whole or in part, on January 15, 2012, 2017 and 2022 for cash equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest to but excluding the repurchase date.
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 line of credit and unsecured term loan. These agreements involve an exchange of fixed and floating rate 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.
23
The following table summarizes our interest rate swap agreements as of March 31, 2008 (dollars in thousands):
|
Transaction Dates |
|
Effective Dates |
|
Termination |
|
Interest |
|
Notional |
|
Effective at |
|
Fair |
|
|||
|
December 2004 |
|
January 3, 2006 |
|
July 1, 2008 |
|
3.927% |
|
$ |
50,000 |
|
$ |
50,000 |
|
$ |
(209 |
) |
|
June 2006 |
|
June 30, 2006 |
|
September 30, 2009 |
|
5.299 |
|
125,000 |
|
125,000 |
|
(5,815 |
) |
|||
|
December 2003 |
|
December 29, 2006 |
|
October 31, 2008 |
|
5.090 |
|
50,000 |
|
50,000 |
|
(826 |
) |
|||
|
December 2005 |
|
December 29, 2006 |
|
November 30, 2009 |
|
4.730 |
|
50,000 |
|
50,000 |
|
(2,077 |
) |
|||
|
December 2005 |
|
December 29, 2006 |
|
November 30, 2009 |
|
4.740 |
|
50,000 |
|
50,000 |
|
(2,085 |
) |
|||
|
December 2006 |
|
December 29, 2006 |
|
March 31, 2014 |
|
4.990 |
|
50,000 |
|
50,000 |
|
(4,435 |
) |
|||
|
December 2006 |
|
January 2, 2007 |
|
January 3, 2011 |
|
5.003 |
|
28,500 |
|
28,500 |
|
(1,932 |
) |
|||
|
April 2004 |
|
April 30, 2007 |
|
April 30, 2008 |
|
4.850 |
|
50,000 |
|
50,000 |
|
(89 |
) |
|||
|
May 2005 |
|
June 29, 2007 |
|
June 30, 2008 |
|
4.400 |
|
50,000 |
|
50,000 |
|
(233 |
) |
|||
|
December 2006 |
|
June 29, 2007 |
|
October 31, 2008 |
|
4.920 |
|
50,000 |
|
50,000 |
|
(776 |
) |
|||
|
October 2007 |
|
October 31, 2007 |
|
June 30, 2008 |
|
4.458 |
|
50,000 |
|
50,000 |
|
(244 |
) |
|||
|
October 2007 |
|
October 31, 2007 |
|
September 30, 2012 |
|
4.546 |
|
50,000 |
|
50,000 |
|
(3,182 |
) |
|||
|
October 2007 |
|
October 31, 2007 |
|
September 30, 2013 |
|
4.642 |
|
50,000 |
|
50,000 |
|
(3,469 |
) |
|||
|
May 2005 |
|
November 30, 2007 |
|
November 28, 2008 |
|
4.460 |
|
25,000 |
|
25,000 |
|
(366 |
) |
|||
|
December 2005 |
|
January 2, 2008 |
|
December 31, 2010 |
|
4.768 |
|
50,000 |
|
50,000 |
|
(2,994 |
) |
|||
|
February 2008 |
|
February 7, 2008 |
|
December 1, 2008 |
|
2.640 |
|
38,600 |
|
38,600 |
|
(86 |
) |
|||
|
May 2005 |
|
June 30, 2008 |
|
June 30, 2009 |
|
4.509 |
|
50,000 |
|
– |
|
(1,212 |
) |
|||
|
June 2006 |
|
June 30, 2008 |
|
June 30, 2010 |
|
5.325 |
|
50,000 |
|
– |
|
(2,913 |
) |
|||
|
June 2006 |
|
June 30, 2008 |
|
June 30, 2010 |
|
5.325 |
|
50,000 |
|
– |
|
(2,913 |
) |
|||
|
October 2007 |
|
July 1, 2008 |
|
March 31, 2013 |
|
4.622 |
|
25,000 |
|
– |
|
(1,562 |
) |
|||
|
October 2007 |
|
July 1, 2008 |
|
March 31, 2013 |
|
4.625 |
|
25,000 |
|
– |
|
(1,566 |
) |
|||
|
June 2006 |
|
October 31, 2008 |
|
December 31, 2010 |
|
5.340 |
|
50,000 |
|
– |
|
(2,878 |
) |
|||
|
June 2006 |
|
October 31, 2008 |
|
December 31, 2010 |
|
5.347 |
|
50,000 |
|
– |
|
(2,886 |
) |
|||
|
May 2005 |
|
November 28, 2008 |
|
November 30, 2009 |
|
4.615 |
|
25,000 |
|
– |
|
(598 |
) |
|||
|
December 2006 |
|
November 30, 2009 |
|
March 31, 2014 |
|
5.015 |
|
75,000 |
|
– |
|
(3,359 |
) |
|||
|
December 2006 |
|
November 30, 2009 |
|
March 31, 2014 |
|
5.023 |
|
75,000 |
|
– |
|
(3,382 |
) |
|||
|
December 2006 |
|
December 31, 2010 |
|
October 31, 2012 |
|
5.015 |
|
100,000 |
|
– |
|
(1,833 |
) |
|||
|
Total |
|
|
|
|
|
|
|
|
|
$ |
817,100 |
|
$ |
(53,920 |
) |
|
We have entered into master derivative agreements with each counterparty. These master derivative agreements (all of which are on the standard International Swaps & Derivatives Association, Inc. form) define certain terms between us and each counterparty to address and minimize certain risks associated with our swap agreements, including a default by a counterparty.
As of March 31, 2008 and December 31, 2007, our interest rate swap agreements were classified in accounts payable, accrued expenses and tenant security deposits at their fair values aggregating approximately $53.9 million and $26.9 million, respectively, with the offsetting adjustment reflected as net unrealized loss in accumulated other comprehensive loss in stockholders’ equity. Balances in accumulated other comprehensive income/loss are recognized in earnings as swap payments are made.
Other resources and liquidity requirements
In March 2008, we completed a public offering of 8,800,000 shares of our 7.00% series D cumulative convertible preferred stock (“Series D Preferred Stock”). The shares were issued at a price of $25.00 per share, resulting in aggregate proceeds of approximately $213 million (after deducting underwriters’ discounts and other offering costs). In April 2008, we sold an additional 1,200,000 shares of our Series D Preferred Stock in an exercise of the underwriters’ over-allotment option, resulting in aggregate proceeds of approximately $29 million (after deducting underwriters’ discounts and other offering costs). The proceeds from this offering were used to pay down our unsecured line of credit. The dividends on our Series D Preferred Stock are cumulative and accrue from the date of original issuance. We pay dividends quarterly in arrears at an annual rate of $1.75 per share. Our Series D Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption provisions and we are not allowed to redeem our Series D Preferred Stock, except to preserve our status as a REIT. Investors in our Series D Preferred Stock generally have no voting rights. On or after April 20, 2013, we
24
may, at our option, be able to cause some or all of our Series D Preferred Stock to be automatically converted if the closing sale price per share of our common stock equals or exceeds 150% of the then-applicable conversion price of the Series D Preferred Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to our issuance of a press release announcing the exercise of our conversion option. Holders of our Series D Preferred Stock, at their option, may, at any time and from time to time, convert some or all of their outstanding shares initially at a conversion rate of 0.2477 shares of common stock per $25.00 liquidation preference, which is equivalent to an initial conversion price of approximately $100.93 per share of common stock.
In February 2007, we called for redemption of our series B preferred stock. The series B preferred stock was redeemed in March 2007 at a redemption price equal to $25.00 per share plus $0.4107639 per share representing accumulated and unpaid dividends to the redemption date. In accordance with EITF Topic D-42, we recorded a charge of approximately $2,799,000 to net income available to common stockholders in February 2007 for costs related to the redemption of the series B preferred stock.
Under our current shelf registration statement filed with the Securities and Exchange Commission, we may offer common stock, preferred stock, debt and other securities. These securities may be issued from time to time and at our discretion based on our needs and market conditions.
We expect to continue meeting our short-term liquidity and capital requirements 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 distributions necessary to continue qualifying as a REIT. We also believe that net cash provided by operating activities will be sufficient to fund recurring non-revenue enhancing capital expenditures, tenant improvements and leasing commissions.
We expect to meet certain long-term liquidity requirements, such as for property development and redevelopment activities, property acquisitions, scheduled debt maturities, expansions and other non-recurring capital improvements, through net cash provided by operating activities, long-term secured and unsecured indebtedness, including borrowings under the unsecured line of credit and unsecured term loan, and the issuance of additional debt and/or equity securities.
Capital Expenditures and Leasing Costs
The following provides additional information with respect to capital expenditures and leasing costs incurred during the three months ended March 31, 2008 (in thousands):
|
Property-related capital expenditures (1) |
|
$ |
500 |
|
|
Leasing costs (2) |
|
$ |
238 |
|
|
Property-related costs (3) |
|
$ |
116,541 |
|
(1) Property-related capital expenditures include all capital and recurring capital expenditures, except capital expenditures that are recoverable from tenants, revenue-enhancing capital expenditures, or costs related to the redevelopment of a property. Major capital expenditures consist of roof replacements and HVAC systems which are typically identified and considered at the time the property is acquired. Capital expenditures fluctuate in any given period due to the nature, extent or timing of improvements required and the extent to which they are recoverable from tenants. Approximately 92% of our leases (on a rentable square footage basis) provide for the recapture of certain capital expenditures (such as HVAC systems maintenance and/or replacement, roof replacement and parking lot resurfacing). In addition, we implement an active preventative maintenance program at each of our properties to minimize capital expenditures.
(2) Leasing costs consist of tenant improvements and leasing commissions related to leasing of acquired vacant space and second generation space.
(3) Amount includes leasing costs related to development and redevelopment projects.
Inflation
As of March 31, 2008, approximately 89% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area and other operating expenses, including increases thereto. In addition, as of March 31, 2008, approximately 8% of our leases (on a rentable square footage basis) required the tenants to pay a majority of operating expenses. Additionally, as of March 31, 2008, approximately 94% of our
25
leases (on a rentable square footage basis) contained effective annual rent escalations that are either fixed (generally ranging from 3% to 3.5%) or indexed based on the consumer price index or another index. Accordingly, we do not believe that our earnings or cash flow 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 under our unsecured line of credit and unsecured term loan.
Funds from Operations
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 Funds From Operations (“FFO”). Since its introduction, FFO has become a widely used non-GAAP financial measure among real estate investment trusts (“REITs”). We believe that FFO is helpful to investors as an additional measure of the performance of an equity REIT. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its April 2002 White Paper (the “White Paper”) and related implementation guidance, which may differ from the methodology for calculating FFO utilized by other equity REITs, and, accordingly, may not be comparable to such other REITs. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. While FFO is relevant and widely used measure of operating performance for REITs, it 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 our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. (See “Liquidity and Capital Resources – Cash flows” above for information regarding these measures of cash flow)
The following table presents a reconciliation of net income available to common stockholders, the most directly comparable GAAP financial measure, to funds from operations available to common stockholders for the three months ended March 31, 2008 and 2007 (in thousands):
|
|
|
Three Months Ended |
|
||||
|
|
|
2008 |
|
2007 |
|
||
|
Net income available to common stockholders (1) |
|
$ |
34,760 |
|
$ |
15,108 |
|
|
Add: |
|
|
|
|
|
||
|
Depreciation and amortization (2) |
|
25,810 |
|
23,518 |
|
||
|
Minority interest |
|
951 |
|
907 |
|
||
|
Subtract: |
|
|
|
|
|
||
|
Gain/loss on sales of property (3) |
|
(20,213 |
) |
(1,121 |
) |
||
|
FFO allocable to minority interest |
|
(967 |
) |
(866 |
) |
||
|
Funds from operations available to common stockholders (1) |
|
$ |
40,341 |
|
$ |
37,546 |
|
(1) During the first quarter of 2008, we recognized aggregate non-cash impairment charges of approximately $1,985,000 for other-than-temporary declines in the fair value of investments and non-cash impairment charges on two properties “held for sale” of approximately $4,650,000 related to an industrial building located in a suburban submarket south of Boston and an office building located in the San Diego market. During the first quarter of 2007, we redeemed our 9.10% series B cumulative redeemable preferred stock. Accordingly, in compliance with EITF Topic D-42, we recorded a charge of $2,799,000 in the first quarter of 2007 for costs related to the redemption of our series B preferred stock.
(2) Includes depreciation and amortization on assets sold or “held for sale” reflected as discontinued operations (for the periods prior to when such assets were sold or designated as “held for sale”).
(3) Gain on sale of property relates to the disposition of six properties during the first quarter of 2008 and one property sold during the second quarter of 2007. Gain on sale of property is included in the income statement in income from discontinued operations, net.
26
Property and Lease Information
The following table is a summary of our property portfolio as of March 31, 2008 (dollars in thousands):
|
|
|
|
|
Rentable Square Feet |
|
Annualized |
|
|
|
|||||
|
|
|
Number of |
|
Operating |
|
Redevelopment |
|
Total |
|
Base |
|
Occupancy |
|
|
|
Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California-Los Angeles Metro |
|
1 |
|
31,343 |
|
– |
|
31,343 |
|
$ |
696 |
|
70.8 |
% |
|
California-San Diego |
|
34 |
|
1,473,715 |
|
236,347 |
|
1,710,062 |
|
43,028 |
|
94.1 |
|
|
|
California-San Francisco Bay |
|
17 |
|
1,457,444 |
|
21,216 |
|
1,478,660 |
|
55,964 |
|
96.9 |
|
|
|
Eastern Massachusetts |
|
37 |
|
3,069,398 |
|
333,896 |
|
3,403,294 |
|
110,202 |
|
96.6 |
|
|
|
International-Canada |
|
4 |
|
342,394 |
|
– |
|
342,394 |
|
9,215 |
|
100.0 |
|
|
|
New Jersey/Suburban Philadelphia |
|
8 |
|
441,504 |
|
– |
|
441,504 |
|
9,176 |
|
96.6 |
|
|
|
Southeast |
|
12 |
|
597,775 |
|
60,631 |
|
658,406 |
|
11,074 |
|
89.5 |
(3) |
|
|
Suburban Washington D.C. |
|
31 |
|
2,431,630 |
|
68,138 |
|
2,499,768 |
|
47,823 |
|
91.0 |
|
|
|
Washington-Seattle |
|
13 |
|
1,040,471 |
|
11,291 |
|
1,051,762 |
|
31,127 |
|
97.3 |
|
|
|
Total Properties (Continuing Operations) |
|
157 |
|
10,885,674 |
|
731,519 |
|
11,617,193 |
|
$ |
318,305 |
|
94.8 |
% |
(1) Excludes spaces at properties totaling 731,519 rentable square feet undergoing a permanent change in use to office/laboratory space through redevelopment and two properties totaling approximately 74,304 rentable square feet that are designated as “held for sale.”
(2) Including spaces undergoing a permanent change in use to office/laboratory space through redevelopment, occupancy as of March 31, 2008 was 88.8%.
(3) 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, 2008:
|
|
|
|
|
Rentable Square |
|
Percentage of |
|
Annualized Base |
|
|||
|
|
|
Number of |
|
Footage of |
|
Aggregate |
|
Rent of Expiring |
|
|||
|
|
|
Leases |
|
Expiring |
|
Leased |
|
Leases (per |
|
|||
|
Year of Lease Expiration |
|
Expiring |
|
Leases |
|
Square Feet |
|
rentable square foot) |
|
|||
|
2008 |
|
50 |
(1) |
|
505,873 |
|
4.9 |
% |
|
$ |
23.41 |
|
|
2009 |
|
66 |
|
|
846,012 |
|
8.2 |
|
|
|
25.04 |
|
|
2010 |
|
53 |
|
|
979,355 |
|
9.5 |
|
|
|
28.58 |
|
|
2011 |
|
64 |
|
|
1,706,734 |
|
16.5 |
|
|
|
27.78 |
|
|
2012 |
|
60 |
|
|
1,410,349 |
|
13.7 |
|
|
|
34.23 |
|
|
Thereafter |
|
108 |
|
|
4,867,335 |
|
47.2 |
|
|
|
33.20 |
|
(1) Includes 14 month-to-month leases for approximately 81,000 rentable square feet.
27
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 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 swaps, 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 prevailing 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, 2008, we estimate that a 1% increase in interest rates on our variable debt, including our unsecured line of credit and unsecured term loan, after considering the effect of our interest rate swap agreements, would decrease annual future earnings by approximately $2.0 million. We further estimate that a 1% decrease in interest rates on our variable debt, including our unsecured line of credit and unsecured term loan, after considering the effect of our interest rate swap agreements in effect on March 31, 2008, would increase annual future earnings by approximately $2.0 million. A 1% increase in interest rates on our secured debt, unsecured convertible notes and interest rate swap agreements would decrease their aggregate fair values by approximately $69.1 million at March 31, 2008. A 1% decrease in interest rates on our secured debt, unsecured convertible notes and interest rate swap agreements would increase their aggregate fair values by approximately $72.0 million at March 31, 2008.
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, 2008. 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.
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 balance sheets at fair value with unrealized gains or losses reported as a component of 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 the decline in value was deemed to have occurred. There is no assurance that future declines in values will not have a material adverse impact on our future results of operations. By way of example, a 10% decrease in the fair values of our equity investments as of March 31, 2008 would decrease their fair values by approximately $7.4 million.
We have exposure to foreign currency exchange rate market risk related to our subsidiaries operating in Canada. The functional currency of our foreign subsidiaries operating in Canada is the local currency. Gains or losses resulting from the translation of our foreign subsidiaries’ balance sheets and income statements are included in accumulated other comprehensive income/loss as a separate component of stockholders’ equity. Gains or losses will be reflected in our income statement 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. Based on our current operating assets outside the United States as of March 31, 2008, we estimate that a 10% increase in foreign currency rates relative to the U.S. dollar would increase annual future net income by approximately $710,000. We further estimate that a 10% decrease in foreign currency rates relative to the U.S. dollar would decrease annual future net income by approximately $710,000.
28
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of March 31, 2008, 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 March 31, 2008.
Changes in Internal Control Over Financial Reporting
There has not been any change in our internal control over financial reporting during the quarter ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In addition to the information set forth in this Quarterly Report, one should also carefully review and consider the information contained in our other reports and periodic filings that we make with the Securities and Exchange Commission, including, without limitation, the information contained under the caption “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007. 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.
29
|
3.1* |
|
Articles of Amendment and Restatement of Alexandria, filed as an exhibit to Alexandria’s quarterly report on Form 10-Q filed with the Commission on August 14, 1997. |
|
3.2* |
|
Certificate of Correction of Alexandria, filed as an exhibit to Alexandria’s quarterly report on Form 10-Q filed with the Commission on August 14, 1997. |
|
3.3* |
|
Bylaws of Alexandria (as amended February 27, 2006), filed as an exhibit to Alexandria’s annual report on Form 10-K filed with the Commission on March 16, 2006. |
|
3.4* |
|
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 Alexandria’s current report on Form 8-K filed with the Commission on February 10, 2000. |
|
3.5* |
|
Articles Supplementary, dated February 10, 2000, relating to the Series A Junior Participating Preferred Stock, filed as an exhibit to Alexandria’s current report on Form 8-K filed with the Commission on February 10, 2000. |
|
3.6* |
|
Articles Supplementary, dated June 9, 1999, relating to the 9.50% Series A Cumulative Redeemable Preferred Stock, filed as an exhibit to Alexandria’s quarterly report on Form 10-Q filed with the Commission on August 13, 1999. |
|
3.7* |
|
Articles Supplementary, dated January 28, 2002, relating to the 9.10% Series B Cumulative Redeemable Preferred Stock, filed as an exhibit to Alexandria’s current report on Form 8-K filed with the Commission on February 17, 2002. |
|
3.8* |
|
Articles Supplementary, dated June 22, 2004, relating to the 8.375% Series C Cumulative Redeemable Preferred Stock of the Company as corrected by the certificate of correction thereto, filed as an exhibit to Alexandria’s Form 8-A filed with the Commission on June 28, 2004. |
|
3.9* |
|
Articles Supplementary, dated March 19, 2008, relating to the 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to Alexandria’s Form 8-K filed with the Commission on March 20, 2008. |
|
4.0* |
|
Indenture, dated January 17, 2007, among the Company, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust Company, as Trustee filed as an exhibit to Alexandria’s current report on Form 8-K filed with the Commission on January 19, 2007. |
|
4.1* |
|
Registration Rights Agreement, dated as of January 17, 2007, among the Company, Alexandria Real Estate Equities, L.P., UBS Securities LLC., Citigroup Global Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated filed as an exhibit to Alexandria’s current report on Form 8-K filed with the Commission on January 19, 2007. |
|
11.1 |
|
Computation of Per Share Earnings (included in Note 2 to the Condensed Consolidated Financial Statements). |
|
12.1 |
|
Computation of Consolidated Ratio of Earnings to 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. |
(*) Incorporated by reference.
30
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 8, 2008.
|
ALEXANDRIA REAL ESTATE EQUITIES, INC. |
|
|
|
|
|
|
|
|
|
/s/ Joel S. Marcus |
|
|
Joel S. Marcus |
|
|
|
|
|
/s/ Dean A. Shigenaga |
|
|
Dean A. Shigenaga |
31
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)
|
|
|
Three Months |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
Ended |
|
Year Ended December 31, (a) |
||||||||||||
|
|
|
March 31, 2008 |
|
2007 |
|
2006 |
|
2005 |
|
2004 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Income from continuing operations before minority interest |
|
$ |
22,940 |
|
$ |
86,391 |
|
$ |
67,342 |
|
$ |
54,497 |
|
$ |
49,925 |
|
|
Add: Interest expense |
|
22,245 |
|
87,230 |
|
70,179 |
|
47,892 |
|
27,414 |
|
|||||
|
Subtract: Minority interest in income of subsidiaries which have not incurred fixed charges |
|
(331 |
) |
(1,407 |
) |
(1,404 |
) |
(571 |
) |
– |
|
|||||
|
Earnings available for fixed charges |
|
$ |
44,854 |
|
$ |
172,214 |
|
$ |
136,117 |
|
$ |
101,818 |
|
$ |
77,339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Combined fixed charges and preferred stock dividends: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Interest incurred |
|
$ |
39,648 |
|
$ |
143,910 |
|
$ |
106,451 |
|
$ |
76,471 |
|
$ |
45,477 |
|
|
Preferred stock dividends |
|
2,928 |
|
12,020 |
|
16,090 |
|
16,090 |
|
12,595 |
|
|||||
|
Preferred stock redemption charge |
|
– |
|
2,799 |
|
– |
|
– |
|
1,876 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total combined fixed charges and preferred stock dividends |
|
$ |
42,576 |
|
$ |
158,729 |
|
$ |
122,541 |
|
$ |
92,561 |
|
$ |
59,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Ratio of earnings to combined fixed charges and preferred stock dividends (b) |
|
1.05 |
(d) |
1.08 |
(c) |
1.11 |
|
1.10 |
|
1.29 |
(c) |
|||||
(a) Amounts disclosed for prior periods have been reclassified to conform to the current year presentation related to discontinued operations.
(b) For purposes of calculating the consolidated ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of earnings from continuing operations before income taxes and fixed charges less minority interest in income of subsidiaries which have not incurred fixed charges. Fixed charges consist of interest incurred (including amortization of deferred financing costs and capitalized interest) and preferred stock dividends.
(c) Ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 2007 and year ended December 31, 2004 included the effect of the preferred stock redemption charge pursuant to FASB Emerging Issues Task Force Topic D-42. Excluding the impact of these charges, the ratio of earnings to combined fixed charges and preferred stock dividends for the year 2007 and 2004 is 1.10 and 1.33, respectively.
(d) Ratio of earnings to combined fixed charges and preferred stock dividends for the three months ended March 31, 2008 included the effect of a non-cash impairment charge aggregating $1,985,000 related to certain investments. Excluding the impact of this non-cash impairment charge, the ratio of earnings to combined fixed charges and preferred stock dividends for the quarter ended March 31, 2008 is 1.10.
EXHIBIT 31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER PURSUANT
TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joel S. Marcus, Chief Executive Officer (Principal Executive Officer) of Alexandria Real Estate Equities, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alexandria Real Estate Equities, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 8, 2008
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/s/ Joel S. Marcus |
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Joel S. Marcus |
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Chief Executive Officer |
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(Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER PURSUANT
TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dean A. Shigenaga, Chief Financial Officer (Principal Financial and Accounting Officer) of Alexandria Real Estate Equities, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Alexandria Real Estate Equities, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 8, 2008
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/s/ Dean A. Shigenaga |
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Dean A. Shigenaga |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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EXHIBIT 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
I, Joel S. Marcus, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended March 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Alexandria Real Estate Equities, Inc.
Date: May 8, 2008
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/s/ Joel S. Marcus |
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Joel S. Marcus |
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Chief Executive Officer |
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I, Dean A. Shigenaga, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended March 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Alexandria Real Estate Equities, Inc.
Date: May 8, 2008
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/s/ Dean A. Shigenaga |
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Dean A. Shigenaga |
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Chief Financial Officer |
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