UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number 1-12993
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
Maryland |
|
95-4502084 |
(State or other jurisdiction of |
|
(I.R.S. Employer Identification Number) |
385 East Colorado Boulevard, Suite 299, Pasadena, California 91101
(Address of principal executive offices) (Zip code)
(626) 578-0777
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 2, 2012, 62,084,846 shares of common stock, par value $.01 per share, were outstanding.
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Alexandria Real Estate Equities, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
|
|
March 31, |
|
December 31, |
| ||
|
|
2012 |
|
2011 |
| ||
Assets |
|
|
|
|
| ||
Investments in real estate |
|
$ |
6,892,429 |
|
$ |
6,750,975 |
|
Less: accumulated depreciation |
|
(779,177 |
) |
(742,535 |
) | ||
Investments in real estate, net |
|
6,113,252 |
|
6,008,440 |
| ||
Cash and cash equivalents |
|
77,361 |
|
78,539 |
| ||
Restricted cash |
|
39,803 |
|
23,332 |
| ||
Tenant receivables |
|
8,836 |
|
7,480 |
| ||
Deferred rent |
|
150,515 |
|
142,097 |
| ||
Deferred leasing and financing costs, net |
|
143,754 |
|
135,550 |
| ||
Investments |
|
98,152 |
|
95,777 |
| ||
Other assets |
|
86,418 |
|
82,914 |
| ||
Total assets |
|
$ |
6,718,091 |
|
$ |
6,574,129 |
|
|
|
|
|
|
| ||
Liabilities, Noncontrolling Interests, and Equity |
|
|
|
|
| ||
Secured notes payable |
|
$ |
721,715 |
|
$ |
724,305 |
|
Unsecured senior notes payable |
|
549,536 |
|
|
| ||
Unsecured senior line of credit |
|
167,000 |
|
370,000 |
| ||
Unsecured senior bank term loans |
|
1,350,000 |
|
1,600,000 |
| ||
Unsecured senior convertible notes |
|
1,236 |
|
84,959 |
| ||
Accounts payable, accrued expenses, and tenant security deposits |
|
323,002 |
|
325,393 |
| ||
Dividends payable |
|
36,962 |
|
36,579 |
| ||
Preferred stock redemption liability |
|
129,638 |
|
|
| ||
Total liabilities |
|
3,279,089 |
|
3,141,236 |
| ||
|
|
|
|
|
| ||
Commitments and contingencies |
|
|
|
|
| ||
|
|
|
|
|
| ||
Redeemable noncontrolling interests |
|
15,819 |
|
16,034 |
| ||
|
|
|
|
|
| ||
Alexandria Real Estate Equities, Inc.s stockholders equity: |
|
|
|
|
| ||
Series C Preferred Stock |
|
|
|
129,638 |
| ||
Series D Convertible Preferred Stock |
|
250,000 |
|
250,000 |
| ||
Series E Preferred Stock |
|
130,000 |
|
|
| ||
Common stock |
|
616 |
|
616 |
| ||
Additional paid-in capital |
|
3,022,242 |
|
3,028,558 |
| ||
Accumulated other comprehensive loss |
|
(23,088 |
) |
(34,511 |
) | ||
Alexandria Real Estate Equities, Inc.s stockholders equity |
|
3,379,770 |
|
3,374,301 |
| ||
Noncontrolling interests |
|
43,413 |
|
42,558 |
| ||
Total equity |
|
3,423,183 |
|
3,416,859 |
| ||
Total liabilities, noncontrolling interests, and equity |
|
$ |
6,718,091 |
|
$ |
6,574,129 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Condensed Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2012 |
|
2011 |
| ||
Revenues |
|
|
|
|
| ||
Rental |
|
$ |
107,785 |
|
$ |
106,253 |
|
Tenant recoveries |
|
34,552 |
|
32,890 |
| ||
Other income |
|
2,629 |
|
777 |
| ||
Total revenues |
|
144,966 |
|
139,920 |
| ||
|
|
|
|
|
| ||
Expenses |
|
|
|
|
| ||
Rental operations |
|
43,410 |
|
41,061 |
| ||
General and administrative |
|
10,361 |
|
9,497 |
| ||
Interest |
|
16,227 |
|
17,810 |
| ||
Depreciation and amortization |
|
43,405 |
|
36,582 |
| ||
Total expenses |
|
113,403 |
|
104,950 |
| ||
Income from continuing operations before loss on early extinguishment of debt |
|
31,563 |
|
34,970 |
| ||
|
|
|
|
|
| ||
Loss on early extinguishment of debt |
|
(623 |
) |
(2,495 |
) | ||
Income from continuing operations |
|
30,940 |
|
32,475 |
| ||
|
|
|
|
|
| ||
(Loss) income from discontinued operations, net |
|
(29 |
) |
150 |
| ||
|
|
|
|
|
| ||
Gain on sale of land parcel |
|
1,864 |
|
- |
| ||
Net income |
|
32,775 |
|
32,625 |
| ||
|
|
|
|
|
| ||
Net income attributable to noncontrolling interests |
|
711 |
|
929 |
| ||
Dividends on preferred stock |
|
7,483 |
|
7,089 |
| ||
Preferred stock redemption charge |
|
5,978 |
|
|
| ||
Net income attributable to unvested restricted stock awards |
|
235 |
|
242 |
| ||
Net income attributable to Alexandria Real Estate Equities, Inc.s common stockholders |
|
$ |
18,368 |
|
$ |
24,365 |
|
|
|
|
|
|
| ||
Earnings per share attributable to Alexandria Real Estate Equities, Inc.s common |
|
|
|
|
| ||
Continuing operations |
|
$ |
0.30 |
|
$ |
0.44 |
|
Discontinued operations, net |
|
|
|
|
| ||
Earnings per share basic |
|
$ |
0.30 |
|
$ |
0.44 |
|
|
|
|
|
|
| ||
Earnings per share attributable to Alexandria Real Estate Equities, Inc.s common |
|
|
|
|
| ||
Continuing operations |
|
$ |
0.30 |
|
$ |
0.44 |
|
Discontinued operations, net |
|
|
|
|
| ||
Earnings per share diluted |
|
$ |
0.30 |
|
$ |
0.44 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
2012 |
|
2011 |
| ||
Net income |
|
$ |
32,775 |
|
$ |
32,625 |
|
Other comprehensive income: |
|
|
|
|
| ||
Unrealized (loss) gain on marketable securities |
|
|
|
|
| ||
Unrealized holding gains arising during the period |
|
674 |
|
513 |
| ||
Reclassification adjustment for gains included in net income |
|
(924 |
) |
|
| ||
Unrealized (loss) gain on marketable securities, net |
|
(250 |
) |
513 |
| ||
Unrealized gain on interest rate swaps |
|
|
|
|
| ||
Unrealized interest rate swap (losses) gains arising during the period |
|
(4,073 |
) |
300 |
| ||
Reclassification adjustment for amortization of interest expense included in net income |
|
5,775 |
|
5,439 |
| ||
Unrealized gain on interest rate swap agreements, net |
|
1,702 |
|
5,739 |
| ||
Foreign currency translation gain |
|
9,959 |
|
4,883 |
| ||
Total other comprehensive income |
|
11,411 |
|
11,135 |
| ||
Comprehensive income |
|
44,186 |
|
43,760 |
| ||
Less: comprehensive income attributable to noncontrolling interests |
|
(699 |
) |
(922 |
) | ||
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.s common stockholders |
|
$ |
43,487 |
|
$ |
42,838 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Condensed Consolidated Statement of Changes in Stockholders Equity and Noncontrolling Interests
(Dollars in thousands)
(Unaudited)
|
|
Alexandria Real Estate Equities, Inc.s Stockholders Equity |
|
|
|
|
|
|
| ||||||||||||||||||||||||
|
|
Series C |
|
Series D |
|
Series E |
|
Number of |
|
Common |
|
Additional |
|
Retained |
|
Accumulated |
|
Noncontrolling |
|
Total |
|
Redeemable |
| ||||||||||
Balance at December 31, 2011 |
|
$ |
129,638 |
|
$ |
250,000 |
|
$ |
|
|
61,560,472 |
|
$ |
616 |
|
$ |
3,028,558 |
|
$ |
|
|
$ |
(34,511 |
) |
$ |
42,558 |
|
$ |
3,416,859 |
|
$ |
16,034 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
32,064 |
|
|
|
586 |
|
32,650 |
|
125 |
| ||||||||||
Unrealized loss on marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(250 |
) |
|
|
(250 |
) |
|
| ||||||||||
Unrealized gain on interest rate swap agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,702 |
|
|
|
1,702 |
|
|
| ||||||||||
Foreign currency translation gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,971 |
|
13 |
|
9,984 |
|
(25 |
) | ||||||||||
Contributions by noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
625 |
|
625 |
|
|
| ||||||||||
Distributions to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(369 |
) |
(369 |
) |
(315 |
) | ||||||||||
Issuance of Series E Preferred Stock, net of offering costs |
|
|
|
|
|
130,000 |
|
|
|
|
|
(5,132 |
) |
|
|
|
|
|
|
124,868 |
|
|
| ||||||||||
Issuances pursuant to stock plan |
|
|
|
|
|
|
|
74,173 |
|
|
|
4,961 |
|
|
|
|
|
|
|
4,961 |
|
|
| ||||||||||
Notice of redemption of Series C Preferred Stock |
|
(129,638 |
) |
|
|
|
|
|
|
|
|
5,978 |
|
(5,978 |
) |
|
|
|
|
(129,638 |
) |
|
| ||||||||||
Dividends declared on common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,397 |
) |
|
|
|
|
(30,397 |
) |
|
| ||||||||||
Dividends declared on preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,812 |
) |
|
|
|
|
(7,812 |
) |
|
| ||||||||||
Distributions in excess of earnings |
|
|
|
|
|
|
|
|
|
|
|
(12,123 |
) |
12,123 |
|
|
|
|
|
|
|
|
| ||||||||||
Balance at March 31, 2012 |
|
$ |
|
|
$ |
250,000 |
|
$ |
130,000 |
|
61,634,645 |
|
$ |
616 |
|
$ |
3,022,242 |
|
$ |
|
|
$ |
(23,088 |
) |
$ |
43,413 |
|
$ |
3,423,183 |
|
$ |
15,819 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2012 |
|
2011 |
| ||
Operating Activities |
|
|
|
|
| ||
Net income |
|
$ |
32,775 |
|
$ |
32,625 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
43,405 |
|
36,707 |
| ||
Loss on early extinguishment of debt |
|
623 |
|
2,495 |
| ||
Gain on sale of land parcel |
|
(1,864 |
) |
|
| ||
Amortization of loan fees and costs |
|
2,643 |
|
2,278 |
| ||
Amortization of debt premiums/discounts |
|
179 |
|
1,335 |
| ||
Amortization of acquired above and below market leases |
|
(800 |
) |
(4,854 |
) | ||
Deferred rent |
|
(8,796 |
) |
(6,707 |
) | ||
Stock compensation expense |
|
3,293 |
|
2,356 |
| ||
Equity in loss related to investments |
|
26 |
|
|
| ||
Gain on sales of investments |
|
(1,999 |
) |
(1,654 |
) | ||
Loss on sales of investments |
|
1 |
|
1,391 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Restricted cash |
|
862 |
|
37 |
| ||
Tenant receivables |
|
(1,237 |
) |
(1,496 |
) | ||
Deferred leasing costs |
|
(7,011 |
) |
(14,361 |
) | ||
Other assets |
|
(2,411 |
) |
1,287 |
| ||
Accounts payable, accrued expenses, and tenant security deposits |
|
(10,004 |
) |
(6,971 |
) | ||
Net cash provided by operating activities |
|
49,685 |
|
44,468 |
| ||
|
|
|
|
|
| ||
Investing Activities |
|
|
|
|
| ||
Additions to properties |
|
(120,585 |
) |
(74,287 |
) | ||
Purchase of properties |
|
(19,946 |
) |
(7,458 |
) | ||
Change in restricted cash related to construction projects |
|
(1,400 |
) |
259 |
| ||
Distribution from unconsolidated real estate entity |
|
22,250 |
|
- |
| ||
Contributions to unconsolidated real estate entity |
|
(3,914 |
) |
(757 |
) | ||
Additions to investments |
|
(5,438 |
) |
(6,514 |
) | ||
Proceeds from investments |
|
4,785 |
|
2,495 |
| ||
Net cash used in investing activities |
|
(124,248 |
) |
(86,262 |
) | ||
|
|
|
|
|
| ||
Financing Activities |
|
|
|
|
| ||
Proceeds from issuance of unsecured senior notes payable |
|
544,649 |
|
|
| ||
Proceeds from issuance of preferred stock |
|
124,868 |
|
|
| ||
Principal reductions of secured notes payable |
|
(2,688 |
) |
(2,991 |
) | ||
Principal borrowings from unsecured senior line of credit and unsecured senior bank term loan |
|
248,000 |
|
460,000 |
| ||
Repayments of borrowings from unsecured senior line of credit |
|
(451,000 |
) |
(279,000 |
) | ||
Repayment of unsecured senior bank term loan |
|
(250,000 |
) |
|
| ||
Repurchase of unsecured senior convertible notes |
|
(83,801 |
) |
(98,590 |
) | ||
Change in restricted cash related to financings |
|
(15,955 |
) |
(2,188 |
) | ||
Deferred financing costs paid |
|
(5,300 |
) |
(15,250 |
) | ||
Proceeds from exercise of stock options |
|
112 |
|
796 |
| ||
Dividends paid on common stock |
|
(30,386 |
) |
(24,923 |
) | ||
Dividends paid on preferred stock |
|
(7,089 |
) |
(7,089 |
) | ||
Distributions to redeemable noncontrolling interests |
|
(315 |
) |
(315 |
) | ||
Contributions by noncontrolling interests |
|
625 |
|
|
| ||
Distributions to noncontrolling interests |
|
(369 |
) |
(750 |
) | ||
Net cash provided by financing activities |
|
71,351 |
|
29,700 |
| ||
|
|
|
|
|
| ||
Effect of exchange rate changes on cash and cash equivalents |
|
2,034 |
|
(942 |
) | ||
|
|
|
|
|
| ||
Net decrease in cash and cash equivalents |
|
(1,178 |
) |
(13,036 |
) | ||
Cash and cash equivalents at beginning of period |
|
78,539 |
|
91,232 |
| ||
Cash and cash equivalents at end of period |
|
$ |
77,361 |
|
$ |
78,196 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Alexandria Real Estate Equities, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Background
As used in this quarterly report on Form 10-Q, references to the Company, Alexandria, we, our, and us refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.
Alexandria Real Estate Equities, Inc., Landlord of Choice to the Life Science Industry®, is the largest owner, preeminent real estate investment trust (REIT), and leading life science real estate company focused principally on science-driven cluster development through the ownership, operation, management, selective acquisition, development, and redevelopment of properties containing life science laboratory space. We are the leading provider of high-quality, environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry. Client tenants include institutional (universities and independent non-profit institutions), pharmaceutical, biotechnology, product and service entities, clean technology, medical device, and government agencies. Our operating platform is based on the principle of clustering, with assets and operations located adjacent to life science entities, driving growth and technological advances within each cluster. Our asset base contains 174 properties consisting of the following rentable square footage as of March 31, 2012:
|
|
Rentable Square Feet |
|
Operating properties |
|
13,641,270 |
|
Development properties |
|
986,828 |
|
Redevelopment properties |
|
910,139 |
|
Total |
|
15,538,237 |
|
As of March 31, 2012, approximately 95% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area expenses, and other operating expenses (including increases thereto) in addition to base rent. Additionally, approximately 92% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures. Approximately 94% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed or based on a consumer price index or another index.
2. Basis of presentation
We have prepared the accompanying interim condensed consolidated financial statements in accordance with United States generally accepted accounting principles (GAAP) and in conformity with the rules and regulations of the Securities and Exchange Commission (SEC). In our opinion, the interim condensed consolidated financial statements presented herein reflect all adjustments that are necessary to fairly present the interim condensed consolidated financial statements. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2011.
The accompanying condensed consolidated financial statements include the accounts of Alexandria Real Estate Equities, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated.
We hold interests, together with certain third parties, in companies that we consolidate in our financial statements. We consolidate the companies because we exercise significant control over major decisions of these entities, such as investing activity and changes in financing.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
2. Basis of presentation (continued)
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
International operations
The functional currency for our subsidiaries operating in the United States is the United States dollar. We have five operating properties in Canada, and subsidiaries with construction projects in China and India. The functional currencies for our foreign subsidiaries are the local currencies in each respective country. 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 periods presented. Gains or losses resulting from the translation are included in the condensed consolidated statement of comprehensive income and accumulated in other comprehensive loss as a separate component of total equity.
The appropriate amounts of foreign exchange rate gains or losses included in accumulated other comprehensive loss 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.
Investments in real estate, net, and discontinued operations
We recognize assets acquired (including the intangible value of above or below market leases, acquired in-place leases, tenant relationships, and other intangible assets or liabilities), liabilities assumed, and any noncontrolling interest in an acquired entity at their fair value as of the acquisition date. The value of tangible assets acquired is based upon our estimation of value on an as if vacant basis. The value of acquired in-place leases includes the estimated carrying costs during the hypothetical lease-up period and other costs that would have been incurred to execute similar leases, considering market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, market/economic conditions that may affect the property. We also recognize the fair values of assets acquired, the liabilities assumed, and any noncontrolling interest in acquisitions of less than a 100% interest when the acquisition constitutes a change in control of the acquired entity. Acquisition-related costs and restructuring costs are expensed as incurred.
The values allocated to land improvements, tenant improvements, equipment, buildings, and building improvements are depreciated on a straight-line basis using an estimated life of 20 years for land improvements, the respective lease term for tenant improvements, the estimated useful life for equipment, and the shorter of the term of the respective ground lease and up to 40 years for buildings and building improvements. The values of acquired above and below market leases are amortized over the lives of the related leases and recorded as either an increase (for below market leases) or a decrease (for above market leases) to rental income. The values of acquired in-place leases are included in other assets in the accompanying condensed consolidated balance sheets, and amortized over the remaining terms of the related leases.
We are required to capitalize direct construction and development costs, including predevelopment costs, interest, property taxes, insurance, and other costs directly related and essential to the acquisition, development, redevelopment, or construction of a project. Capitalization of development, redevelopment, and construction costs is required while activities are ongoing to prepare an asset for its intended use. Fluctuations in our development, redevelopment, and construction activities could result in significant changes to total expenses and net income. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Should development, redevelopment, or construction activity cease, interest, property taxes, insurance, and certain other costs would no longer be eligible for capitalization and would be expensed as incurred. Expenditures for repairs and maintenance and demolition are expensed as incurred.
2. Basis of presentation (continued)
Investments in real estate, net, and discontinued operations (continued)
A property is classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (4) the sale of the property is probable and is expected to be completed within one year; (5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When all of these criteria have been met, the property is classified as held for sale; its operations, including any interest expense directly attributable to it, are classified as discontinued operations in our condensed consolidated statements of income; and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. Depreciation of assets ceases upon designation of a property as held for sale.
Long-lived assets to be held and used, including our rental properties, land held for future development, construction in progress, and intangibles, are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable. The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment indicators for long-lived assets to be held and used, including our rental properties, land held for future development, and construction in progress, are assessed by project and include, but are not limited to, significant fluctuations in estimated net operating income, occupancy changes, construction costs, estimated completion dates, rental rates, and other market factors. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, construction costs, available market information, historical operating results, known trends, market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that an impairment has occurred, a write-down is recorded to reduce the carrying amount to its estimated fair value.
We use a held for sale impairment model for our properties classified as held for sale. The held for sale impairment model is different from the held and used impairment model. Under the held for sale impairment model, an impairment loss is recognized if the carrying amount of the long-lived asset classified as held for sale exceeds its fair value less cost to sell.
Variable interest entity
We consolidate a variable interest entity (VIE) if it is determined that we are the primary beneficiary, an evaluation that we perform on an ongoing basis. A VIE is broadly defined as an entity in which either (1) the equity investors as a group, if any, do not have a controlling financial interest, or (2) the equity investment at risk is insufficient to finance that entitys activities without additional subordinated financial support. We use qualitative analyses when determining whether or not we are the primary beneficiary of a VIE. Factors considered include, but are not limited to, the purpose and design of the VIE, risks that the VIE was designed to create and pass through, the form of our ownership interest, our representation on the entitys governing body, the size and seniority of our investment, our ability to participate in policy-making decisions, and the rights of the other investors to participate in the decision-making process and to replace us as manager and/or liquidate the venture, if applicable. Our ability to correctly assess our influence or control over an entity at the inception of our involvement with the entity or upon reevaluation of the entitys continuing status as a VIE and determine the primary beneficiary of a VIE affects the presentation of these entities in our condensed consolidated financial statements.
Cash and cash equivalents
We consider all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. The majority of our cash and cash equivalents are held at major commercial banks in accounts that usually exceed the Federal Deposit Insurance Corporation limit of $250,000. We have not experienced any losses to date on our invested cash.
Restricted cash
Restricted cash primarily consists of funds held in trust under the terms of our secured notes payable, funds held in escrow related to our capital expenditures, and funds held for various other deposits.
2. Basis of presentation (continued)
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 and are recorded at fair value. Fair value has been determined based upon the closing price as of each balance sheet date, with unrealized gains and losses shown as a separate component of comprehensive income. The classification of each investment is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date. The cost of each investment sold is determined by the specific identification method, with net realized gains included in other income. Investments in privately held entities are generally accounted for under the cost method when our interest in the entity is so minor that we have virtually no influence over the entitys operating and financial policies. Additionally, we limit our ownership percentage in the voting stock of each individual entity to less than 10%. As of March 31, 2012, and December 31, 2011, our ownership percentage in the voting stock of each individual entity was less than 10%.
Individual investments are evaluated for impairment when changes in conditions may indicate an impairment exists. The factors that we consider in making these assessments include, but are not limited to, market prices, market conditions, available financing, prospects for favorable or unfavorable clinical trial results, new product initiatives, and new collaborative agreements. If there are no identified events or changes in circumstances that would have an adverse effect on our cost method investments, we do not estimate the investments fair value. For all of our investments, if a decline in the fair value of an investment below the carrying value is determined to be other than temporary, such investment is written down to its estimated fair value with a non-cash charge to current earnings. We use significant other observable inputs and significant unobservable inputs to determine the fair value of privately held entities.
Deferred leasing costs
Costs directly related and essential to our leasing activities are capitalized and amortized on a straight-line basis over the term of the related lease. Costs related to unsuccessful leasing opportunities are expensed.
Deferred financing costs
Fees and costs incurred in obtaining long-term financing are capitalized. Capitalized amounts are amortized over the term of the related loan and the amortization is included in interest expense in the accompanying consolidated statements of income.
Interest rate swap agreements
We utilize interest rate swap agreements to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured senior line of credit and unsecured senior bank term loans. We recognize our interest rate swap agreements as either assets or liabilities on the balance sheet at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the hedged exposure, as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation. We do not use derivatives for trading or speculative purposes, and currently all of our derivatives are designated as hedges. Our interest rate swap agreements are considered cash flow hedges as they are designated and qualify as hedges of the exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the earnings effect of the hedged forecasted transactions in a cash flow hedge.
Interest rate swap agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of our interest rate swap agreements that are designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income. The amount is subsequently reclassified into earnings in the period during which the hedged forecasted transactions affect earnings.
2. Basis of presentation (continued)
Interest rate swap agreements (continued)
The fair value of each interest rate swap agreement is determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities (also referred to as significant other observable inputs). The fair values of our interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value calculation also includes an amount for risk of non-performance using significant unobservable inputs such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate swap agreements.
Income taxes
We are organized and qualify as a REIT pursuant to the Internal Revenue Code of 1986, as amended (the Code). Under the Code, a REIT that distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and that meets certain other conditions is not subject to federal income taxes, but is subject to certain state and local taxes. We generally distribute 100% or more of our taxable income. Therefore, no provision for federal income taxes is required. We file tax returns, including returns for our subsidiaries, with federal, state, and local jurisdictions, including jurisdictions located in the United States, Canada, China, India, and other international locations. Our tax returns are subject to examination in various jurisdictions for the calendar years 2007 through 2011.
We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of all relevant information. The measurement of a tax benefit for an uncertain tax position that meets the more likely than not threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of March 31, 2012, there were no unrecognized tax benefits. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.
Interest expense and penalties, if any, would be recognized in the first period the interest or penalty would begin accruing, according to the provisions of the relevant tax law at the applicable statutory rate of interest. We did not incur any tax-related interest expense or penalties for the three months ended March 31, 2012 and 2011.
Rental income and tenant recoveries
Rental income from leases with scheduled rent increases, free rent, incentives, and other rent adjustments is recognized on a straight-line basis over the respective lease terms. We include amounts currently recognized as income, and expected to be received in later years, in deferred rent receivable in the accompanying consolidated balance sheets. Amounts received currently, but recognized as income in future years, are included as deferred rent in accounts payable, accrued expenses, and tenant security deposits in our consolidated balance sheets. We commence recognition of rental income at the date the property is ready for its intended use and the tenant takes possession of or controls the physical use of the property.
Tenant recoveries related to reimbursement of real estate taxes, insurance, utilities, repairs and maintenance, and other operating expenses are recognized as revenue in the period the applicable expenses are incurred.
We maintain an allowance for estimated losses that results from the inability of our tenants to make payments required under the terms of the lease and for tenant recoveries due. We recognize additional bad debt expense in future periods if a tenant fails to make a contractual payment beyond any allowance. As of March 31, 2012, we had no allowance for estimated losses.
Interest income
Interest income was approximately $0.6 million and $0.1 million during the three months ended March 31, 2012 and 2011, respectively, and is included in other income in the accompanying consolidated statements of income.
2. Basis of presentation (continued)
Impact of recently issued accounting standards
In May 2011, the FASB issued an Accounting Standards Update (ASU) to substantially converge the guidance in GAAP and International Financial Reporting Standards (IFRS) on fair value measurements and disclosures. The ASU changes several aspects of the fair value measurement guidance in FASB Accounting Standards Codification 820, Fair Value Measurement, including (1) the application of the concepts of highest and best use and valuation premise; (2) the introduction of an option to measure groups of offsetting assets and liabilities on a net basis; (3) the incorporation of certain premiums and discounts in fair value measurements; and (4) the measurement of the fair value of certain instruments classified in stockholders equity. In addition, the ASU includes several new fair value disclosure requirements, such as information about valuation techniques and significant unobservable inputs used in fair value measurements and a narrative description of the fair value measurements sensitivity to changes in significant unobservable inputs. The ASU is effective for public companies during the interim and annual periods, beginning after December 15, 2011. We adopted the ASU as of January 1, 2012. The adoption of the ASU did not impact our condensed consolidated financial statements or related disclosures.
In June 2011, the FASB issued an ASU to make presentation of items within other comprehensive income (OCI) more prominent. Entities are required to present items of net income, items of OCI, and total comprehensive income either in a single continuous statement or in two separate but consecutive statements. There no longer exists the option to present OCI in the statement of changes in stockholders equity. In December 2011, the FASB decided to defer the requirement that companies present reclassification adjustments for each component of accumulated other comprehensive income (AOCI) in both net income and OCI on the face of the financial statements. Reclassifications out of AOCI will be either presented on the face of the financial statement in which OCI is presented or disclosed in the notes to the financial statements. This deferral does not change the requirement to present items of net income, items of OCI, and total comprehensive income in either one continuous statement or two separate consecutive statements. The ASU is effective for public companies during the interim and annual periods, beginning after December 15, 2011. We adopted this guidance as of January 1, 2012, and have presented the condensed consolidated statements of comprehensive income separately from the condensed consolidated statements of income.
3. Investments in real estate
Our investments in real estate, net, consisted of the following as of March 31, 2012, and December 31, 2011 (dollars in thousands):
|
|
March 31, 2012 |
|
December 31, 2011 |
| ||||||
|
|
Book |
|
Rentable |
|
Book |
|
Rentable |
| ||
Land (related to rental properties) |
|
$ |
506,136 |
|
|
|
$ |
510,630 |
|
|
|
Buildings and building improvements |
|
4,473,337 |
|
|
|
4,417,093 |
|
|
| ||
Other improvements |
|
185,653 |
|
|
|
185,036 |
|
|
| ||
Rental properties |
|
5,165,126 |
|
13,641,270 |
|
5,112,759 |
|
13,567,997 |
| ||
Less: accumulated depreciation |
|
(779,177 |
) |
|
|
(742,535 |
) |
|
| ||
Rental properties, net |
|
4,385,949 |
|
|
|
4,370,224 |
|
|
| ||
|
|
|
|
|
|
|
|
|
| ||
Construction in progress (CIP)/current value-added projects: |
|
|
|
|
|
|
|
|
| ||
Active development |
|
231,164 |
|
986,828 |
|
198,644 |
|
818,020 |
| ||
Active redevelopment |
|
297,031 |
|
910,139 |
|
281,555 |
|
919,857 |
| ||
Projects in India and China |
|
114,207 |
|
751,000 |
|
106,775 |
|
817,000 |
| ||
Generic infrastructure/building improvement projects |
|
124,716 |
|
|
|
92,338 |
|
|
| ||
|
|
767,118 |
|
2,647,967 |
|
679,312 |
|
2,554,877 |
| ||
Land/future value-added projects: |
|
|
|
|
|
|
|
|
| ||
Land held for future development |
|
387,309 |
|
11,662,000 |
|
341,678 |
|
10,939,000 |
| ||
Land undergoing preconstruction activities (additional CIP) (1) |
|
547,006 |
|
2,244,000 |
|
574,884 |
|
2,668,000 |
| ||
|
|
934,315 |
|
13,906,000 |
|
916,562 |
|
13,607,000 |
| ||
Investment in unconsolidated real estate entity |
|
25,870 |
|
414,000 |
|
42,342 |
|
414,000 |
| ||
Investments in real estate, net (2) |
|
$ |
6,113,252 |
|
30,609,237 |
|
$ |
6,008,440 |
|
30,143,874 |
|
(1) We generally will not commence ground-up development of any parcels undergoing preconstruction activities without first securing significant pre-leasing for such space. If vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development. The two largest projects included in preconstruction consist of our 1.6 million developable square feet at Alexandria Center at Kendall Square in East Cambridge, Massachusetts, and our 407,000 developable square foot site for the second tower at Alexandria Center for Life Science New York City.
(2) In addition to assets included in our gross investment in real estate, we hold options/rights for parcels supporting approximately 3.0 million developable square feet. These parcels consist of: (a) a parcel supporting the future ground-up development of approximately 385,000 rentable square feet in Alexandria Center for Life Science New York City related to an option under our ground lease; (b) a right to acquire land parcels supporting ground-up development of 636,000 rentable square feet in Edinburgh, Scotland; and (c) an option to increase our land use rights by up to approximately 2.0 million additional developable square feet in China.
3. Investments in real estate (continued)
Rental properties, net, construction in progress, and land (future value-added projects)
As of March 31, 2012, and December 31, 2011, we had various projects classified as construction in progress, including development and redevelopment projects, and projects in India and China. As of March 31, 2012, and December 31, 2011, we had 986,828 and 818,020 rentable square feet, respectively, undergoing active ground-up development consisting of vertical aboveground construction of life science properties. Additionally, as of March 31, 2012, and December 31, 2011, we had 910,139 and 919,857 rentable square feet, respectively, undergoing active redevelopment. We also had construction projects in India and China aggregating approximately 751,000 and 817,000 rentable square feet as of March 31, 2012, and December 31, 2011, respectively. We are required to capitalize project costs, indirect project costs, and 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.
Additionally, as of March 31, 2012, and December 31, 2011, we had approximately $387.3 million and $341.7 million, respectively, of land held for future development, aggregating 11.7 million and 10.9 million rentable square feet, respectively. Land held for future development represents real estate we plan to develop in the future but on which, as of each period presented, no construction activities were ongoing. As a result, interest, property taxes, insurance, and other costs are expensed as incurred. Additionally, as of March 31, 2012, and December 31, 2011, we had land supporting an aggregate of 2.2 million and 2.7 million rentable square feet of future ground-up development, respectively, undergoing preconstruction activities (consisting of Building Information Modeling [BIM or 3-D virtual modeling], design development and construction drawings, sustainability and energy optimization review, budgeting, planning for future site and infrastructure work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements) that are also classified as construction in progress. Our objective with preconstruction is to reduce the time it takes to deliver projects to prospective tenants. Project costs are capitalized as a cost of the project during periods when activities necessary to prepare an asset for its intended use are in progress. We generally will not commence ground-up development of any parcels undergoing preconstruction activities without first securing significant pre-leasing for such space. If vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development. The two largest projects included in preconstruction consisted of our 1.6 million developable square foot site at Alexandria Center at Kendall Square in Cambridge, Massachusetts, and our 407,000 developable square foot site for the second tower at Alexandria Center for Life Science New York City.
Sale of land parcel
In March 2012, we contributed our 55% ownership interest in a land parcel aggregating 414,000 developable square feet in the Longwood Medical Area into a newly formed joint venture (the Restated JV) with National Development and Charles River Realty Investors, and admitted as a 50% member, Clarion Partners, LLC, resulting in a reduction of our ownership interest from 55% to 27.5%. The transfer of 27.5% of our 55% ownership interest to Clarion Partners, LLC, in this real estate venture is accounted for as an in substance partial sale of an interest in the underlying real estate. In connection with the sale of 27.5% of our 55% ownership interest in the land parcel, we received a special distribution of approximately $22.3 million which included the recognition of a $1.9 million gain on sale of land and approximately $5.4 million from our share of loan refinancing proceeds. The land parcel we sold during the three months ended March 31, 2012, did not meet the criteria for discontinued operations since the parcel did not have any significant operations prior to disposition. Pursuant to the presentation and disclosure literature on gains/losses on sales or disposals by REITs required by the SEC, gains or losses on sales or disposals by a REIT that do not qualify as discontinued operations are classified below income from discontinued operations in the income statement. Accordingly for the three months ended March 31, 2012, we classified the $1.9 million gain on sale of land below income from discontinued operations, net, in the condensed consolidated statements of income. Our 27.5% share of the land was sold at approximately $31 million (including closing costs), or approximately $275 per developable square foot. Upon formation of the Restated JV, the existing $38.4 million non-recourse secured loan was refinanced with a seven-year (including two one-year extension options) non-recourse $213 million construction loan with initial loan proceeds of $50 million. We do not expect capital contributions through the completion of the project to exceed the approximate $22.3 million in net proceeds received in this transaction. Construction of this $350 million project is expected to commence early in the second quarter of 2012 and the project is 37% pre-leased to Dana-Farber Cancer Institute, Inc. In addition, we expect to earn development and other fees of approximately $3.5 million through 2015, and recurring annual property management fees thereafter.
We do not qualify as the primary beneficiary of the Restated JV since we do not have the power to direct the activities of the entity that most significantly impact its economic performance. The decisions that most significantly impact the entitys economic performance require both our consent and that of our partners, for all major operating, investing, and financing decisions, as well as decisions involving major expenditures. As of March 31, 2012, and December 31, 2011, our investment in the unconsolidated real estate entity of approximately $25.9 million and $42.3 million, respectively, was classified as an investment in real estate in the accompanying condensed consolidated balance sheets.
3. Investments in real estate (continued)
Investment in unconsolidated real estate entity (continued)
Our investment in the unconsolidated real estate entity is adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss. Distributions, profits, and losses related to this entity are allocated in accordance with the operating agreement. When circumstances indicate that there may have been a reduction in value of an equity investment, we evaluate the equity investment and any advances made for impairment by estimating our ability to recover our investment from future expected cash flows. If we determine the loss in value is other than temporary, we recognize an impairment charge to reflect the equity investment and any advances made at fair value.
4. Investments
We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry. The following table summarizes our marketable securities (in thousands):
|
|
March 31, |
|
December 31, |
| ||
|
|
2012 |
|
2011 |
| ||
Adjusted cost of marketable securities |
|
$ |
1,889 |
|
$ |
2,401 |
|
Gross unrealized gains |
|
3,843 |
|
4,206 |
| ||
Gross unrealized losses |
|
(259 |
) |
(372 |
) | ||
Fair value of marketable securities |
|
$ |
5,473 |
|
$ |
6,235 |
|
Investments in available for sale securities with gross unrealized losses as of March 31, 2012, had been in a continuous unrealized loss position for less than 12 months. We have the ability and intent to hold these investments for a reasonable period of time sufficient for a recovery of our investment. We believe that these unrealized losses are temporary and accordingly we have not recognized an other-than-temporary impairment related to available for sale securities as of March 31, 2012.
The following table outlines our investment in privately held entities as of March 31, 2012, and December 31, 2011 (in thousands):
|
|
March 31, |
|
December 31, |
| ||
Investments accounted for under the cost method |
|
$ |
92,673 |
|
$ |
89,510 |
|
Investments accounted for under the equity method |
|
6 |
|
32 |
| ||
Total investment in privately held entities |
|
$ |
92,679 |
|
$ |
89,542 |
|
As of March 31, 2012, and December 31, 2011, there were no unrealized losses in our investments in privately held entities.
5. Secured and unsecured senior debt
The following table summarizes secured and unsecured senior debt and their respective principal maturities, as of March 31, 2012 (in thousands):
|
|
|
|
Unsecured Senior Debt |
|
|
| |||||||||
|
|
Secured Notes |
|
Line of |
|
Notes Payable |
|
Convertible |
|
Total |
| |||||
2012 |
|
$ |
8,170 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
8,170 |
|
2013 |
|
52,254 |
|
|
|
|
|
|
|
52,254 |
| |||||
2014 |
|
305,598 |
|
|
|
|
|
250 |
|
305,848 |
| |||||
2015 |
|
7,171 |
|
167,000 |
|
|
|
|
|
174,171 |
| |||||
2016 |
|
233,454 |
|
750,000 |
|
|
|
|
|
983,454 |
| |||||
Thereafter |
|
115,790 |
|
600,000 |
|
550,000 |
|
1,000 |
|
1,266,790 |
| |||||
Subtotal |
|
722,437 |
|
1,517,000 |
|
550,000 |
|
1,250 |
|
2,790,687 |
| |||||
Unamortized discounts |
|
(722 |
) |
|
|
(464 |
) |
(14 |
) |
(1,200 |
) | |||||
Total |
|
721,715 |
|
$ |
1,517,000 |
|
$ |
549,536 |
|
$ |
1,236 |
|
$ |
2,789,487 |
| |
The following table summarizes fixed rate/hedged and unhedged floating rate debt as of March 31, 2012 (dollars in thousands):
|
|
Fixed Rate/ |
|
Unhedged |
|
Total |
|
Percentage |
|
Weighted |
|
Weighted |
| |||
Secured notes payable |
|
$ |
645,055 |
|
$ |
76,660 |
|
$ |
721,715 |
|
25.9% |
|
5.77% |
|
3.9 |
|
Unsecured senior notes payable |
|
549,536 |
|
|
|
549,536 |
|
19.7 |
|
4.61 |
|
10.0 |
| |||
Unsecured senior line of credit (2) |
|
100,000 |
|
67,000 |
|
167,000 |
|
6.0 |
|
2.72 |
|
2.8 |
| |||
2016 Unsecured Senior Bank Term Loan |
|
750,000 |
|
|
|
750,000 |
|
26.9 |
|
3.29 |
|
4.3 |
| |||
2017 Unsecured Senior Bank Term Loan |
|
600,000 |
|
|
|
600,000 |
|
21.5 |
|
3.84 |
|
4.8 |
| |||
Unsecured senior convertible notes |
|
1,236 |
|
|
|
1,236 |
|
|
|
5.10 |
|
4.3 |
| |||
Total debt |
|
$ |
2,645,827 |
|
$ |
143,660 |
|
$ |
2,789,487 |
|
100.0% |
|
4.28% |
|
5.3 |
|
Percentage of total debt |
|
95% |
|
5% |
|
100% |
|
|
|
|
|
|
|
(1) |
Represents the contractual interest rate as of the end of the period plus the impact of debt premiums/discounts and our interest rate swap agreements. The weighted average interest rate excludes bank fees and amortization of loan fees. |
(2) |
Total commitments available for borrowing aggregate $1.5 billion under our unsecured senior line of credit. As of March 31, 2012, we had approximately $1.3 billion available for borrowing under our unsecured senior line of credit. |
The maturity dates on our unsecured senior line of credit and unsecured senior bank term loans may be extended at our sole election with delivery of notice to our lenders and may be repaid prior to the maturity dates of these loans without prepayment penalties. The maturity dates of these loans are as follows, assuming we exercise our sole right to extend the maturity dates:
|
|
Applicable |
|
Stated Maturity |
|
Extension Option |
|
Extended |
|
Unsecured senior line of credit: |
|
|
|
|
|
|
|
|
|
Prior to amendment on April 30, 2012 |
|
2.40% |
|
January 2014 |
|
Two extensions of six months each |
|
January 2015 |
|
Post amendment on April 30, 2012 |
|
1.20% |
|
April 2016 |
|
Two extensions of six months each |
|
April 2017 |
|
2016 Unsecured Senior Bank Term Loan |
|
1.65% |
|
June 2015 |
|
One year |
|
June 2016 |
|
2017 Unsecured Senior Bank Term Loan |
|
1.50% |
|
January 2016 |
|
One year |
|
January 2017 |
|
5. Secured and unsecured senior debt (continued)
Secured notes payable
Future principal payments due on secured notes payable as of March 31, 2012, were as follows (dollars in thousands):
Description |
|
Maturity |
|
Type |
|
Stated |
|
Effective |
|
Amount |
| |||
Other scheduled principal repayments/amortization |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,170 |
|
2012 Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
8,170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
San Diego |
|
3/1/13 |
|
Insurance Co. |
|
6.21% |
|
|
6.21% |
|
|
$ |
7,934 |
|
Suburban Washington, D.C. |
|
9/1/13 |
|
CMBS |
|
6.36 |
|
|
6.36 |
|
|
26,093 |
| |
San Francisco Bay |
|
11/16/13 |
|
Other |
|
6.14 |
|
|
6.14 |
|
|
7,527 |
| |
Other scheduled principal repayments/amortization |
|
|
|
|
|
|
|
|
|
|
|
10,700 |
| |
2013 Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
52,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Greater Boston |
|
4/1/14 |
|
Insurance Co. |
|
5.26% |
|
|
5.59% |
|
|
$ |
208,684 |
|
Suburban Washington, D.C. |
|
4/20/14 |
|
Bank |
|
2.27 |
|
|
2.27 |
|
|
76,000 |
| |
San Diego |
|
7/1/14 |
|
Bank |
|
6.05 |
|
|
4.88 |
|
|
6,458 |
| |
San Diego |
|
11/1/14 |
|
Bank |
|
5.39 |
|
|
4.00 |
|
|
7,495 |
| |
Seattle |
|
11/18/14 |
|
Other |
|
5.01 |
|
|
5.01 |
|
|
240 |
| |
Other scheduled principal repayments/amortization |
|
|
|
|
|
|
|
|
|
|
|
6,721 |
| |
2014 Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
305,598 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Other scheduled principal repayments/amortization |
|
|
|
|
|
|
|
|
|
|
|
$ |
7,171 |
|
2015 Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
7,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Greater Boston, San Francisco Bay, and San Diego |
|
1/1/16 |
|
CMBS |
|
5.73% |
|
|
5.73% |
|
|
$ |
75,501 |
|
Greater Boston and Greater NYC |
|
4/1/16 |
|
CMBS |
|
5.82 |
|
|
5.82 |
|
|
29,389 |
| |
San Francisco Bay |
|
8/1/16 |
|
CMBS |
|
6.35 |
|
|
6.35 |
|
|
126,715 |
| |
Other scheduled principal repayments/amortization |
|
|
|
|
|
|
|
|
|
|
|
1,849 |
| |
2016 Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
233,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
115,790 |
| |
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
722,437 |
| |
Unamortized discounts |
|
|
|
|
|
|
|
|
|
|
|
(722 |
) | |
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
721,715 |
|
(1) Represents the contractual interest rate as of the end of the period plus the impact of debt premiums/discounts. The effective rate excludes bank fees and amortization of loan fees.
5. Secured and unsecured senior debt (continued)
4.60% Unsecured senior notes payable
In February 2012, we completed a public $550 million offering of our unsecured senior notes payable at a stated interest rate of 4.60%. The unsecured senior notes payable were priced at 99.915% of the principal amount with a yield to maturity of 4.61% and are due April 1, 2022. The unsecured senior notes payable are unsecured obligations of the Company and are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P., a wholly owned subsidiary of the Company. The unsecured senior notes payable rank equally in right of payment with all other senior unsecured indebtedness. However, the unsecured senior notes payable are effectively subordinated to existing and future mortgages and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness) and to all existing and future preferred equity and liabilities, whether secured or unsecured, of the Companys subsidiaries, other than Alexandria Real Estate Equities, L.P. We used the net proceeds of this offering to prepay the outstanding principal balance of $250 million on our 2012 unsecured senior bank term loan (2012 Unsecured Senior Bank Term Loan) and to reduce the outstanding borrowings on our unsecured senior line of credit.
The requirements of the key financial covenants under our unsecured senior notes payable are as follows:
Covenant Ratios (1) |
|
Requirement |
|
Actual (2) |
|
|
|
|
|
Total Debt to Total Assets |
|
Less than or equal to 60% |
|
37% |
Consolidated EBITDA to Interest Expense |
|
Greater than or equal to 1.5x |
|
5.4x |
Unencumbered Total Asset Value to Unsecured Debt |
|
Greater than or equal to 150% |
|
279% |
Secured Debt to Total Assets |
|
Less than or equal to 40% |
|
10% |
(1) |
For a definition of the ratios used in the table above and related footnotes, refer to the Indenture dated February 29, 2012, which governs the unsecured senior notes payable, which was filed as an exhibit to our report filed with the SEC. |
(2) |
Actual covenants are calculated pursuant to the specific terms of the agreement. |
In addition, the terms of the agreement, among other things, limit the ability of the Company, Alexandria Real Estate Equities, L.P., and the Companys other subsidiaries to (1) consummate a merger, or consolidate or sell all or substantially all of the Companys assets, and (2) incur certain secured or unsecured indebtedness.
Unsecured senior line of credit and unsecured senior bank term loans
In April 2012, we amended our $1.5 billion unsecured senior line of credit, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc., and Citigroup Global Markets Inc. as joint lead arrangers, and certain lenders, to extend the maturity date of our unsecured senior line of credit, provide an accordion option for up to an additional $500 million, and reduce the interest rate for outstanding borrowings. The maturity date of the unsecured senior line of credit was extended to April 2017, assuming we exercise our sole right to extend this maturity date twice by an additional six months after each exercise. Borrowing under the unsecured senior line of credit will bear interest at London Interbank Offered Rate (LIBOR) or the base rate specified in the amended credit agreement, plus in either case a specified margin (the Applicable Margin). The Applicable Margin for LIBOR borrowings under the unsecured senior line of credit was set at 1.20%, down from 2.40% in effect immediately prior to the modification. In addition to the Applicable Margin, our unsecured senior line of credit is subject to an annual facility fee of 0.25%. In connection with the modification of our unsecured senior line of credit in April 2012, we recognized a loss on early extinguishment of debt of approximately $1.6 million related to the write-off of a portion of unamortized loan fees.
During the three months ended March 31, 2012, we recognized a loss on early extinguishment of debt of approximately $0.6 million related to the write-off of unamortized loan fees, as a result of the early repayment of $250 million of our 2012 Unsecured Senior Bank Term Loan.
5. Secured and unsecured senior debt (continued)
Unsecured senior line of credit and unsecured senior bank term loans (continued)
The following table summarizes balances outstanding under our unsecured senior line of credit and unsecured senior bank term loans as of March 31, 2012, and December 31, 2011 (dollars in thousands):
|
|
|
|
March 31, 2012 |
|
December 31, 2011 |
| ||||||
|
|
Applicable |
|
Balance |
|
Interest |
|
Balance |
|
Interest |
| ||
Unsecured senior line of credit |
|
2.30% |
|
$ |
167,000 |
|
2.72% |
|
$ |
370,000 |
|
2.59% |
|
2012 Unsecured Senior Bank Term Loan |
|
N/A |
|
|
|
N/A |
|
250,000 |
|
5.63% |
| ||
2016 Unsecured Senior Bank Term Loan |
|
1.65% |
|
750,000 |
|
3.29% |
|
750,000 |
|
3.28% |
| ||
2017 Unsecured Senior Bank Term Loan |
|
1.50% |
|
600,000 |
|
3.84% |
|
600,000 |
|
1.93% |
| ||
|
|
|
|
$ |
1,517,000 |
|
|
|
$ |
1,970,000 |
|
|
|
(1) |
Represents the contractual interest rate as of the end of the period plus the impact of debt premiums/discounts and our interest rate swap agreements. The interest rate excludes bank fees and amortization of loan fees. |
The requirements of the key financial covenants under our unsecured senior line of credit and unsecured senior bank term loans based upon agreements effective April 30, 2012, are as follows:
Covenant Ratios (1) |
|
Requirement |
|
Actual (2) |
|
|
|
|
|
Total Debt to Total Assets (3) |
|
Less than or equal to 60.0% (4) |
|
34% |
Consolidated EBITDA to Interest Expense (5) |
|
Greater than or equal to 1.50x |
|
2.5x |
Secured Debt to Total Assets (6) |
|
Less than or equal to 40.0% (4) |
|
9% |
Unsecured Leverage Ratio |
|
Less than or equal to 60.0% (4) |
|
36% |
Unsecured Interest Coverage Ratio |
|
Greater than or equal to 1.75x |
|
8.9x |
(1) |
For a definition of the ratios used in the table above and related footnotes, refer to the (Amended Credit Agreement) dated as of April 30, 2012, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ending June 30, 2012. |
(2) |
Actual covenants are calculated pursuant to the specific terms of each agreement. |
(3) |
Under the Amended Credit Agreement, this ratio is referred to as the Leverage Ratio. |
(4) |
These ratios may increase by an additional 5% in connection with a Material Acquisition, as defined, for up to four quarters. |
(5) |
Under the Amended Credit Agreement, this ratio is referred to as the Fixed Charge Coverage Ratio. |
(6) |
Under the Amended Credit Agreement, this ratio is referred to as the Secured Debt Ratio. |
In addition, the terms of the unsecured senior line of credit and unsecured senior bank term loan agreements, among other things, limit the ability of the Company, Alexandria Real Estate Equities, L.P., and the Companys subsidiaries to (1) consummate a merger, or consolidate or sell all or substantially all of the Companys assets, and (2) incur certain secured or unsecured indebtedness.
5. Secured and unsecured debt (continued)
Unsecured senior convertible notes
The following tables summarize the balances, significant terms, and components of interest cost recognized (excluding amortization of loan fees and before the impact of capitalized interest) on our unsecured senior convertible notes (dollars in thousands):
|
|
8.00% Unsecured Senior |
|
3.70% Unsecured Senior |
| ||||||||
|
|
March 31, |
|
December 31, |
|
March 31, |
|
December 31, |
| ||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
Principal amount |
|
$ |
250 |
|
$ |
250 |
|
$ |
1,000 |
|
$ |
84,801 |
|
Unamortized discount |
|
(14 |
) |
(15 |
) |
|
|
(77 |
) | ||||
Net carrying amount of liability component |
|
$ |
236 |
|
$ |
235 |
|
$ |
1,000 |
|
$ |
84,724 |
|
|
|
|
|
|
|
|
|
|
| ||||
Carrying amount of equity component |
|
$ |
27 |
|
$ |
27 |
|
$ |
95 |
|
$ |
8,080 |
|
Number of shares on which the aggregate consideration to be delivered on conversion is determined |
|
6,087 |
|
6,087 |
|
N/A |
(1) |
N/A |
(1) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Issuance date |
|
April 2009 |
|
January 2007 |
| ||||||||
Stated interest rate |
|
8.00% |
|
3.70% |
| ||||||||
Effective interest rate at March 31, 2012 |
|
11.00% |
|
3.70% |
| ||||||||
Conversion rate per $1,000 principal value of unsecured senior convertible notes, as adjusted |
|
24.3480 |
|
8.5207 |
|
|
|
8.00% Unsecured Senior |
|
3.70% Unsecured Senior |
| ||||||||
|
|
Three Months Ended |
|
Three Months Ended |
| ||||||||
|
|
March 31, |
|
March 31, |
| ||||||||
|
|
2012 |
|
2011 |
|
2012 |
|
2011 |
| ||||
Contractual interest |
|
$ |
5 |
|
$ |
5 |
|
$ |
139 |
|
$ |
2,192 |
|
Amortization of discount on liability component |
|
1 |
|
1 |
|
77 |
|
1,267 |
| ||||
Total interest cost |
|
$ |
6 |
|
$ |
6 |
|
$ |
216 |
|
$ |
3,459 |
|
(1) Our 3.70% unsecured senior convertible notes (3.70% Unsecured Senior Convertible Notes) require that upon conversion, the entire principal amount is to be settled in cash, and any excess value above the principal amount, if applicable, is to be settled in shares of our common stock. Based on the March 31, 2012, and December 31, 2011, closing prices of our common stock of $73.13 and $68.97, respectively, and the conversion price of our 3.70% Unsecured Senior Convertible Notes of $117.36 as of March 31, 2012, and December 31, 2011, the if-converted value of the notes did not exceed the principal amount as of March 31, 2012, and December 31, 2011, and accordingly, no shares of our common stock would have been issued if the notes had been settled on March 31, 2012, or December 31, 2011.
5. Secured and unsecured debt (continued)
3.70% unsecured senior convertible notes
In January 2007, we completed a private offering of $460 million of 3.70% Unsecured Senior Convertible Notes. On or after January 15, 2012, we have the right to redeem the 3.70% Unsecured Senior Convertible 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 3.70% Unsecured Senior Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Holders of the 3.70% Unsecured Senior Convertible Notes may require us to repurchase their notes, in whole or in part, on January 15, 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.
As of March 31, 2012, the 3.70% Unsecured Senior Convertible Notes had a conversion rate of approximately 8.5207 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Senior Convertible Notes, which is equivalent to a conversion price of approximately $117.36 per share of our common stock.
During the three months ended March 31, 2011, we recognized an aggregate loss on early extinguishment of debt of approximately $2.5 million related to the repurchase, in privately negotiated transactions, of approximately $96.1 million of certain of our 3.70% Unsecured Senior Convertible Notes.
During the year ended December 31, 2011, we repurchased, in privately negotiated transactions, additional 3.70% Unsecured Senior Convertible Notes aggregating approximately $217.1 million in principal amount, at an aggregate cash price of approximately $221.4 million (the 2011 3.70% Repurchases). Upon completion of the 2011 3.70% Repurchases, the total value of the consideration of the 2011 3.70% Repurchases was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt. The remaining settlement consideration of approximately $3.0 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.s stockholders equity. As a result of the 2011 3.70% Repurchases, we recognized an aggregate loss on early extinguishment of debt of approximately $5.2 million, including approximately $0.7 million in unamortized issuance costs during the year ended December 31, 2011.
During January 2012, we repurchased approximately $83.8 million in principal amount of our 3.70% Unsecured Senior Convertible Notes at par, pursuant to options exercised by holders thereof under the indenture governing the notes. We did not recognize a gain or loss as a result of this repurchase. As of March 31, 2012, $1.0 million of our 3.70% Unsecured Senior Convertible Notes remained outstanding.
The following table outlines our interest expense for the three months ended March 31, 2012 and 2011 (in thousands):
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2012 |
|
2011 |
| ||
Gross interest |
|
$ |
31,493 |
|
$ |
31,003 |
|
Capitalized interest |
|
(15,266 |
) |
(13,193 |
) | ||
Interest expense (1) |
|
$ |
16,227 |
|
$ |
17,810 |
|
(1) Includes interest expense related to and classified in income from discontinued operations in the accompanying condensed consolidated statements of income.
6. Interest rate swap agreements
During the three months ended March 31, 2012 and 2011, our interest rate swap agreements were used primarily to hedge the variable cash flows associated with certain of our existing LIBOR-based variable rate debt, including our unsecured senior line of credit and unsecured senior bank term loans. The ineffective portion of the change in fair value of our interest rate swap agreements is required to be recognized directly in earnings. During the three months ended March 31, 2012 and 2011, our interest rate swap agreements were 100% effective; because of this, no hedge ineffectiveness was recognized in earnings. The effective portion of changes in the fair value of our interest rate swap agreements that are designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss.
The following table reflects the effective portion of the unrealized loss recognized in other comprehensive loss for our interest rate swaps related to the change in fair value for the three months ended March 31, 2012 and 2011 (in thousands):
|
|
March 31, |
| ||||
|
|
2012 |
|
2011 |
| ||
Unrealized (loss) gain recognized in other comprehensive loss related to the effective portion of changes in the fair value of our interest rate swap agreements |
|
$ |
(4,073 |
) |
$ |
300 |
|
Losses are subsequently reclassified into earnings in the period during which the hedged forecasted transactions affect earnings. During the next 12 months, we expect to reclassify approximately $19.8 million from accumulated other comprehensive loss to interest expense as an increase to interest expense. The following table indicates the classification in the condensed consolidated statements of income and the effective portion of the loss reclassified from accumulated other comprehensive income into earnings for our cash flow hedge contracts for the three months ended March 31, 2012 and 2011 (in thousands):
|
|
March 31, |
| ||||
|
|
2012 |
|
2011 |
| ||
Loss reclassified from other comprehensive loss to earnings as an increase to interest expense (effective portion) |
|
$ |
5,775 |
|
$ |
5,439 |
|
As of March 31, 2012, and December 31, 2011, our interest rate swap agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values, aggregating a liability balance of approximately $31.3 million and $33.0 million, respectively, which included accrued interest and adjustments for non-performance risk, with the offsetting adjustment reflected as unrealized loss in accumulated other comprehensive loss in total equity. We have not posted any collateral related to our interest rate swap agreements. We had the following outstanding interest rate swap agreements that were designated as cash flow hedges of interest rate risk as of March 31, 2012 (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
Notional Amount in |
| |||||||||
|
|
|
|
|
|
|
|
|
|
Effect as of |
| |||||||||
Transaction |
|
Effective |
|
Termination |
|
Interest Pay |
|
Fair Value as of |
|
March 31, |
|
December 31, |
|
December 31, |
| |||||
December 2006 |
|
December 29, 2006 |
|
March 31, 2014 |
|
4.990 |
% |
|
$ |
(4,582 |
) |
$ |
50,000 |
|
$ |
50,000 |
|
$ |
|
|
October 2007 |
|
October 31, 2007 |
|
September 30, 2012 |
|
4.546 |
|
|
(1,082 |
) |
50,000 |
|
|
|
|
| ||||
October 2007 |
|
October 31, 2007 |
|
September 30, 2013 |
|
4.642 |
|
|
(3,243 |
) |
50,000 |
|
|
|
|
| ||||
October 2007 |
|
July 1, 2008 |
|
March 31, 2013 |
|
4.622 |
|
|
(1,083 |
) |
25,000 |
|
|
|
|
| ||||
October 2007 |
|
July 1, 2008 |
|
March 31, 2013 |
|
4.625 |
|
|
(1,084 |
) |
25,000 |
|
|
|
|
| ||||
December 2006 |
|
November 30, 2009 |
|
March 31, 2014 |
|
5.015 |
|
|
(6,910 |
) |
75,000 |
|
75,000 |
|
|
| ||||
December 2006 |
|
November 30, 2009 |
|
March 31, 2014 |
|
5.023 |
|
|
(6,922 |
) |
75,000 |
|
75,000 |
|
|
| ||||
December 2006 |
|
December 31, 2010 |
|
October 31, 2012 |
|
5.015 |
|
|
(2,829 |
) |
100,000 |
|
|
|
|
| ||||
December 2011 |
|
December 30, 2011 |
|
December 31, 2012 |
|
0.480 |
|
|
(388 |
) |
250,000 |
|
|
|
|
| ||||
December 2011 |
|
December 30, 2011 |
|
December 31, 2012 |
|
0.480 |
|
|
(388 |
) |
250,000 |
|
|
|
|
| ||||
December 2011 |
|
December 30, 2011 |
|
December 31, 2012 |
|
0.480 |
|
|
(194 |
) |
125,000 |
|
|
|
|
| ||||
December 2011 |
|
December 30, 2011 |
|
December 31, 2012 |
|
0.480 |
|
|
(194 |
) |
125,000 |
|
|
|
|
| ||||
December 2011 |
|
December 30, 2011 |
|
December 31, 2012 |
|
0.495 |
|
|
(208 |
) |
125,000 |
|
|
|
|
| ||||
December 2011 |
|
December 30, 2011 |
|
December 31, 2012 |
|
0.508 |
|
|
(220 |
) |
125,000 |
|
|
|
|
| ||||
December 2011 |
|
December 31, 2012 |
|
December 31, 2013 |
|
0.640 |
|
|
(457 |
) |
|
|
250,000 |
|
|
| ||||
December 2011 |
|
December 31, 2012 |
|
December 31, 2013 |
|
0.640 |
|
|
(458 |
) |
|
|
250,000 |
|
|
| ||||
December 2011 |
|
December 31, 2012 |
|
December 31, 2013 |
|
0.644 |
|
|
(234 |
) |
|
|
125,000 |
|
|
| ||||
December 2011 |
|
December 31, 2012 |
|
December 31, 2013 |
|
0.644 |
|
|
(234 |
) |
|
|
125,000 |
|
|
| ||||
December 2011 |
|
December 31, 2013 |
|
December 31, 2014 |
|
0.977 |
|
|
(284 |
) |
|
|
|
|
250,000 |
| ||||
December 2011 |
|
December 31, 2013 |
|
December 31, 2014 |
|
0.976 |
|
|
(284 |
) |
|
|
|
|
250,000 |
| ||||
Total |
|
|
|
|
|
|
|
|
$ |
(31,278 |
) |
$ |
1,450,000 |
|
$ |
950,000 |
|
$ |
500,000 |
|
(1) In addition to the interest pay rate, borrowings outstanding under our unsecured senior line of credit and unsecured senior bank term loans include an applicable margin shown on page 17.
7. Fair value of financial instruments
We are required to disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. We measure and disclose the estimated fair value of financial assets and liabilities utilizing a fair value hierarchy that distinguishes between data obtained from sources independent of the reporting entity and the reporting entitys own assumptions about market participant assumptions. This hierarchy consists of three broad levels as follows: (1) quoted prices in active markets for identical assets or liabilities, (2) significant other observable inputs, and (3) significant unobservable inputs. Significant other observable inputs can include quoted prices for similar assets or liabilities in active markets, as well as inputs that are observable for the asset or liability, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Significant unobservable inputs are typically based on an entitys own assumptions, since there is little, if any, related market activity. In instances in which the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level of input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers between the levels in the fair value hierarchy during the three months ended March 31, 2012.
The following tables set forth the assets and liabilities that we measure at fair value on a recurring basis by level within the fair value hierarchy as of March 31, 2012, and December 31, 2011 (in thousands):
|
|
|
|
March 31, 2012 |
| ||||||||
Description |
|
Total |
|
Quoted Prices in |
|
Significant |
|
Significant |
| ||||
Assets: |
|
|
|
|
|
|
|
|
| ||||
Marketable securities |
|
$ |
5,473 |
|
$ |
5,473 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Interest rate swap agreements |
|
$ |
31,278 |
|
$ |
|
|
$ |
31,278 |
|
$ |
|
|
|
|
|
|
December 31, 2011 |
| ||||||||
Description |
|
Total |
|
Quoted Prices in |
|
Significant |
|
Significant |
| ||||
Assets: |
|
|
|
|
|
|
|
|
| ||||
Marketable securities |
|
$ |
6,235 |
|
$ |
6,235 |
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Liabilities: |
|
|
|
|
|
|
|
|
| ||||
Interest rate swap agreements |
|
$ |
32,980 |
|
$ |
|
|
$ |
32,980 |
|
$ |
|
|
The carrying amounts of cash and cash equivalents, restricted cash, tenant receivables, other assets, accounts payable, accrued expenses, and tenant security deposits approximate fair value. As further described in Notes 4 and 6, our marketable securities and our interest rate swap agreements, respectively, have been recorded at fair value. The fair values of our secured notes payable, unsecured senior notes payable, unsecured senior line of credit, unsecured senior bank term loans, and unsecured senior convertible notes were estimated using widely accepted valuation techniques including discounted cash flow analyses of significant other observable inputs such as available market information on discount and borrowing rates with similar terms and maturities. Because the valuations of our financial instruments are based on these types of estimates, the actual fair value of our financial instruments may differ materially if our estimates do not prove to be accurate. Additionally, the use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.
7. Fair value of financial instruments (continued)
As of March 31, 2012, and December 31, 2011, the book and fair values of our marketable securities, interest rate swap agreements, secured notes payable, unsecured senior notes payable, unsecured senior line of credit, unsecured senior bank term loan, and unsecured senior convertible notes were as follows (in thousands):
|
|
March 31, 2012 |
|
December 31, 2011 |
| ||||||||
|
|
Book Value |
|
Fair Value |
|
Book Value |
|
Fair Value |
| ||||
Marketable securities |
|
$ |
5,473 |
|
$ |
5,473 |
|
$ |
6,235 |
|
$ |
6,235 |
|
Interest rate swap agreements |
|
31,278 |
|
31,278 |
|
32,980 |
|
32,980 |
| ||||
Secured notes payable |
|
721,715 |
|
816,993 |
|
724,305 |
|
810,128 |
| ||||
Unsecured senior notes payable |
|
549,536 |
|
542,003 |
|
|
|
|
| ||||
Unsecured senior line of credit |
|
167,000 |
|
172,563 |
|
370,000 |
|
378,783 |
| ||||
Unsecured senior bank term loans |
|
1,350,000 |
|