Maryland
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95-4502084
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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Consolidated Balance Sheets as of September 30, 2018, and December 31, 2017
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Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2018 and 2017
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Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2018 and 2017
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Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests for the Nine Months Ended September 30, 2018
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Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017
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ASU
|
Accounting Standards Update
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ATM
|
At the Market
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BBA
|
British Bankers’ Association
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BPS
|
Basis Points
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CIP
|
Construction in Progress
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EPS
|
Earnings per Share
|
FASB
|
Financial Accounting Standards Board
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GAAP
|
U.S. Generally Accepted Accounting Principles
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HVAC
|
Heating, Ventilation, and Air Conditioning
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JV
|
Joint Venture
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LEED
®
|
Leadership in Energy and Environmental Design
|
LIBOR
|
London Interbank Offered Rate
|
Nareit
|
National Association of Real Estate Investment Trusts
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REIT
|
Real Estate Investment Trust
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RSF
|
Rentable Square Feet/Foot
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SEC
|
Securities and Exchange Commission
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SF
|
Square Feet/Foot
|
SoMa
|
South of Market (submarket of the San Francisco market)
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U.S.
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United States
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VIE
|
Variable Interest Entity
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September 30, 2018
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|
December 31, 2017
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||||
Assets
|
|
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|
||||
Investments in real estate
|
$
|
11,587,312
|
|
|
$
|
10,298,019
|
|
Investments in unconsolidated real estate joint ventures
|
197,970
|
|
|
110,618
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||
Cash and cash equivalents
|
204,181
|
|
|
254,381
|
|
||
Restricted cash
|
29,699
|
|
|
22,805
|
|
||
Tenant receivables
|
11,041
|
|
|
10,262
|
|
||
Deferred rent
|
511,680
|
|
|
434,731
|
|
||
Deferred leasing costs
|
238,295
|
|
|
221,430
|
|
||
Investments
|
957,356
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523,254
|
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Other assets
|
368,032
|
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|
228,453
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Total assets
|
$
|
14,105,566
|
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$
|
12,103,953
|
|
|
|
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|
||||
Liabilities, Noncontrolling Interests, and Equity
|
|
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|
||||
Secured notes payable
|
$
|
632,792
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$
|
771,061
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Unsecured senior notes payable
|
4,290,906
|
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3,395,804
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Unsecured senior line of credit
|
413,000
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50,000
|
|
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Unsecured senior bank term loans
|
347,306
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547,942
|
|
||
Accounts payable, accrued expenses, and tenant security deposits
|
907,094
|
|
|
763,832
|
|
||
Dividends payable
|
101,084
|
|
|
92,145
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|
||
Total liabilities
|
6,692,182
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5,620,784
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||||
Commitments and contingencies
|
|
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||
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Redeemable noncontrolling interests
|
10,771
|
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11,509
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||||
Alexandria Real Estate Equities, Inc.’s stockholders’ equity:
|
|
|
|
||||
7.00% Series D cumulative convertible preferred stock
|
74,386
|
|
|
74,386
|
|
||
Common stock
|
1,058
|
|
|
998
|
|
||
Additional paid-in capital
|
6,801,150
|
|
|
5,824,258
|
|
||
Accumulated other comprehensive (loss) income
|
(3,811
|
)
|
|
50,024
|
|
||
Alexandria Real Estate Equities, Inc.’s stockholders’ equity
|
6,872,783
|
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5,949,666
|
|
||
Noncontrolling interests
|
529,830
|
|
|
521,994
|
|
||
Total equity
|
7,402,613
|
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6,471,660
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|
||
Total liabilities, noncontrolling interests, and equity
|
$
|
14,105,566
|
|
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$
|
12,103,953
|
|
|
Three Months Ended September 30,
|
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Nine Months Ended September 30,
|
||||||||||||
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2018
|
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2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
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|
||||||||
Rental
|
$
|
255,496
|
|
|
$
|
216,021
|
|
|
$
|
750,616
|
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|
$
|
635,156
|
|
Tenant recoveries
|
81,051
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|
|
67,058
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|
|
226,380
|
|
|
188,874
|
|
||||
Other income
|
5,276
|
|
|
2,291
|
|
|
10,000
|
|
|
5,276
|
|
||||
Total revenues
|
341,823
|
|
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285,370
|
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986,996
|
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829,306
|
|
||||
|
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|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Rental operations
|
99,759
|
|
|
83,469
|
|
|
283,438
|
|
|
237,536
|
|
||||
General and administrative
|
22,660
|
|
|
17,636
|
|
|
68,020
|
|
|
56,099
|
|
||||
Interest
|
42,244
|
|
|
31,031
|
|
|
117,256
|
|
|
92,563
|
|
||||
Depreciation and amortization
|
119,600
|
|
|
107,788
|
|
|
352,671
|
|
|
309,069
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|
||||
Impairment of real estate
|
—
|
|
|
—
|
|
|
6,311
|
|
|
203
|
|
||||
Loss on early extinguishment of debt
|
1,122
|
|
|
—
|
|
|
1,122
|
|
|
670
|
|
||||
Total expenses
|
285,385
|
|
|
239,924
|
|
|
828,818
|
|
|
696,140
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|
||||
|
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|
|
|
|
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|
||||||||
Equity in earnings of unconsolidated real estate joint ventures
|
40,718
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|
14,100
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|
|
42,952
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|
|
15,050
|
|
||||
Investment income
|
122,203
|
|
|
—
|
|
|
220,294
|
|
|
—
|
|
||||
Gain on sales of real estate – rental properties
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
||||
Gain on sales of real estate – land parcels
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
||||
Net income
|
219,359
|
|
|
59,546
|
|
|
421,424
|
|
|
148,597
|
|
||||
Net income attributable to noncontrolling interests
|
(5,723
|
)
|
|
(5,773
|
)
|
|
(17,428
|
)
|
|
(18,892
|
)
|
||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
213,636
|
|
|
53,773
|
|
|
403,996
|
|
|
129,705
|
|
||||
Dividends on preferred stock
|
(1,301
|
)
|
|
(1,302
|
)
|
|
(3,905
|
)
|
|
(6,364
|
)
|
||||
Preferred stock redemption charge
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,279
|
)
|
||||
Net income attributable to unvested restricted stock awards
|
(3,395
|
)
|
|
(1,198
|
)
|
|
(6,010
|
)
|
|
(3,498
|
)
|
||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
$
|
208,940
|
|
|
$
|
51,273
|
|
|
$
|
394,081
|
|
|
$
|
108,564
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.01
|
|
|
$
|
0.55
|
|
|
$
|
3.86
|
|
|
$
|
1.20
|
|
Diluted
|
$
|
1.99
|
|
|
$
|
0.55
|
|
|
$
|
3.85
|
|
|
$
|
1.20
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share of common stock
|
$
|
0.93
|
|
|
$
|
0.86
|
|
|
$
|
2.76
|
|
|
$
|
2.55
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
219,359
|
|
|
$
|
59,546
|
|
|
$
|
421,424
|
|
|
$
|
148,597
|
|
Other comprehensive (loss) income
|
|
|
|
|
|
|
|
||||||||
Unrealized gains on public investments:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gains arising during the period
|
—
|
|
|
17,018
|
|
|
—
|
|
|
23,414
|
|
||||
Reclassification adjustment for losses included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,482
|
|
||||
Unrealized gains on public investments, net
|
—
|
|
|
17,018
|
|
|
—
|
|
|
25,896
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unrealized (losses) gains on interest rate hedge agreements:
|
|
|
|
|
|
|
|
||||||||
Unrealized interest rate hedge gains arising during the period
|
165
|
|
|
145
|
|
|
2,808
|
|
|
812
|
|
||||
Reclassification adjustment for amortization of interest (income) expense included in net income
|
(1,432
|
)
|
|
198
|
|
|
(3,241
|
)
|
|
1,810
|
|
||||
Unrealized (losses) gains on interest rate hedge agreements, net
|
(1,267
|
)
|
|
343
|
|
|
(433
|
)
|
|
2,622
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unrealized (losses) gains on foreign currency translation:
|
|
|
|
|
|
|
|
||||||||
Unrealized foreign currency translation (losses) gains arising during the period
|
(59
|
)
|
|
3,836
|
|
|
(3,631
|
)
|
|
7,592
|
|
||||
Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
||||
Unrealized (losses) gains on foreign currency translation, net
|
(59
|
)
|
|
3,836
|
|
|
(3,631
|
)
|
|
10,013
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total other comprehensive (loss) income
|
(1,326
|
)
|
|
21,197
|
|
|
(4,064
|
)
|
|
38,531
|
|
||||
Comprehensive income
|
218,033
|
|
|
80,743
|
|
|
417,360
|
|
|
187,128
|
|
||||
Less: comprehensive income attributable to noncontrolling interests
|
(5,723
|
)
|
|
(5,783
|
)
|
|
(17,428
|
)
|
|
(18,914
|
)
|
||||
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
$
|
212,310
|
|
|
$
|
74,960
|
|
|
$
|
399,932
|
|
|
$
|
168,214
|
|
|
|
Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
7.00% Series D
Cumulative
Convertible
Preferred
Stock
|
|
Number of
Common
Shares
|
|
Common
Stock
|
|
Additional
Paid-In Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||||
Balance as of December 31, 2017
|
|
$
|
74,386
|
|
|
99,783,686
|
|
|
$
|
998
|
|
|
$
|
5,824,258
|
|
|
$
|
—
|
|
|
$
|
50,024
|
|
|
$
|
521,994
|
|
|
$
|
6,471,660
|
|
|
$
|
11,509
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
403,996
|
|
|
—
|
|
|
16,781
|
|
|
420,777
|
|
|
647
|
|
||||||||
Total other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,064
|
)
|
|
—
|
|
|
(4,064
|
)
|
|
—
|
|
||||||||
Reclassification of net unrealized gains on non-real estate investments upon adoption of new ASU on financial instruments on January 1, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140,521
|
|
|
(49,771
|
)
|
|
—
|
|
|
90,750
|
|
|
—
|
|
||||||||
Redemption of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,497
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,775
|
)
|
|
(23,775
|
)
|
|
(638
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
14,830
|
|
|
15,087
|
|
|
750
|
|
||||||||
Issuance of common stock
|
|
—
|
|
|
5,716,420
|
|
|
57
|
|
|
696,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696,532
|
|
|
—
|
|
||||||||
Issuance pursuant to stock plan
|
|
—
|
|
|
303,488
|
|
|
3
|
|
|
29,119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,122
|
|
|
—
|
|
||||||||
Dividends declared on common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(289,571
|
)
|
|
—
|
|
|
—
|
|
|
(289,571
|
)
|
|
—
|
|
||||||||
Dividends declared on preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,905
|
)
|
|
—
|
|
|
—
|
|
|
(3,905
|
)
|
|
—
|
|
||||||||
Reclassification of distributions in excess of earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251,041
|
|
|
(251,041
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Balance as of September 30, 2018
|
|
$
|
74,386
|
|
|
105,803,594
|
|
|
$
|
1,058
|
|
|
$
|
6,801,150
|
|
|
$
|
—
|
|
|
$
|
(3,811
|
)
|
|
$
|
529,830
|
|
|
$
|
7,402,613
|
|
|
$
|
10,771
|
|
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
421,424
|
|
|
$
|
148,597
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
352,671
|
|
|
309,069
|
|
||
Loss on early extinguishment of debt
|
1,122
|
|
|
670
|
|
||
Gain on sales of real estate – rental properties
|
—
|
|
|
(270
|
)
|
||
Impairment of real estate
|
6,311
|
|
|
203
|
|
||
Gain on sales of real estate – land parcels
|
—
|
|
|
(111
|
)
|
||
Equity in earnings of unconsolidated real estate joint ventures
|
(42,952
|
)
|
|
(15,050
|
)
|
||
Distributions of earnings from unconsolidated real estate joint ventures
|
430
|
|
|
249
|
|
||
Amortization of loan fees
|
7,870
|
|
|
8,578
|
|
||
Amortization of debt premiums
|
(1,795
|
)
|
|
(1,873
|
)
|
||
Amortization of acquired below-market leases
|
(16,588
|
)
|
|
(14,908
|
)
|
||
Deferred rent
|
(75,960
|
)
|
|
(74,362
|
)
|
||
Stock compensation expense
|
25,209
|
|
|
18,649
|
|
||
Investment income
|
(220,294
|
)
|
|
(2,007
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Tenant receivables
|
(807
|
)
|
|
(224
|
)
|
||
Deferred leasing costs
|
(42,821
|
)
|
|
(39,925
|
)
|
||
Other assets
|
(21,629
|
)
|
|
(10,662
|
)
|
||
Accounts payable, accrued expenses, and tenant security deposits
|
21,897
|
|
|
30,619
|
|
||
Net cash provided by operating activities
|
414,088
|
|
|
357,242
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Proceeds from sales of real estate
|
5,748
|
|
|
4,263
|
|
||
Additions to real estate
|
(663,688
|
)
|
|
(660,877
|
)
|
||
Purchases of real estate
|
(947,013
|
)
|
|
(590,884
|
)
|
||
Deposits for investing activities
|
2,500
|
|
|
4,700
|
|
||
Acquisitions of interests in unconsolidated real estate joint ventures
|
(35,922
|
)
|
|
—
|
|
||
Investments in unconsolidated real estate joint ventures
|
(77,501
|
)
|
|
(248
|
)
|
||
Return of capital from unconsolidated real estate joint ventures
|
68,592
|
|
|
38,576
|
|
||
Additions to investments
|
(174,195
|
)
|
|
(128,190
|
)
|
||
Sales of investments
|
57,330
|
|
|
18,896
|
|
||
Net cash used in investing activities
|
$
|
(1,764,149
|
)
|
|
$
|
(1,313,764
|
)
|
Alexandria Real Estate Equities, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|||||||
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Financing Activities
|
|
|
|
||||
Borrowings from secured notes payable
|
$
|
17,784
|
|
|
$
|
145,272
|
|
Repayments of borrowings from secured notes payable
|
(155,155
|
)
|
|
(2,882
|
)
|
||
Proceeds from issuance of unsecured senior notes payable
|
899,321
|
|
|
424,384
|
|
||
Borrowings from unsecured senior line of credit
|
3,894,000
|
|
|
2,634,000
|
|
||
Repayments of borrowings from unsecured senior line of credit
|
(3,531,000
|
)
|
|
(2,348,000
|
)
|
||
Repayments of borrowings from unsecured senior bank term loans
|
(200,000
|
)
|
|
(200,000
|
)
|
||
Payment of loan fees
|
(19,066
|
)
|
|
(4,343
|
)
|
||
Repurchase of 7.00% Series D cumulative convertible preferred stock
|
—
|
|
|
(17,934
|
)
|
||
Redemption of 6.45% Series E cumulative redeemable preferred stock
|
—
|
|
|
(130,350
|
)
|
||
Proceeds from the issuance of common stock
|
696,532
|
|
|
705,391
|
|
||
Dividends on common stock
|
(280,632
|
)
|
|
(229,814
|
)
|
||
Dividends on preferred stock
|
(3,905
|
)
|
|
(8,317
|
)
|
||
Contributions from noncontrolling interests
|
15,837
|
|
|
9,877
|
|
||
Distributions to and purchases of noncontrolling interests
|
(25,910
|
)
|
|
(17,432
|
)
|
||
Net cash provided by financing activities
|
1,307,806
|
|
|
959,852
|
|
||
|
|
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(1,051
|
)
|
|
1,579
|
|
||
|
|
|
|
||||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(43,306
|
)
|
|
4,909
|
|
||
Cash, cash equivalents, and restricted cash as of the beginning of period
|
277,186
|
|
|
141,366
|
|
||
Cash, cash equivalents, and restricted cash as of the end of period
|
$
|
233,880
|
|
|
$
|
146,275
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid during the period for interest, net of interest capitalized
|
$
|
99,638
|
|
|
$
|
86,232
|
|
|
|
|
|
||||
Non-Cash Investing Activities:
|
|
|
|
||||
Change in accrued construction
|
$
|
69,654
|
|
|
$
|
(38,767
|
)
|
Contribution of real estate to an unconsolidated real estate joint venture
|
$
|
—
|
|
|
$
|
6,998
|
|
1.
|
Organization and basis of presentation
|
2.
|
Summary of significant accounting policies
|
•
|
The entity has a legal structure that has been established to conduct business activities and to hold assets; such entity can be in the form of a partnership, limited liability company, or corporation, among others; and
|
•
|
We have a variable interest in the legal entity – i.e., variable interests that are contractual, such as equity ownership, or other financial interests that change with changes in the fair value of the entity’s net assets.
|
1)
|
The entity does not have sufficient equity to finance its activities without additional subordinated financial support;
|
2)
|
The entity is established with non-substantive voting rights (i.e., where the entity deprives the majority economic interest holder(s) of voting rights); or
|
3)
|
The equity holders, as a group, lack the characteristics of a controlling financial interest. Equity holders meet this criterion if they lack any of the following:
|
•
|
The power, through voting rights or similar rights, to direct the activities of the entity that most significantly influence the entity’s economic performance, as evidenced by:
|
•
|
Substantive participating rights in day-to-day management of the entity’s activities; or
|
•
|
Substantive kick-out rights over the party responsible for significant decisions;
|
•
|
The obligation to absorb the entity’s expected losses; or
|
•
|
The right to receive the entity’s expected residual returns.
|
2.
|
Summary of significant accounting policies (continued)
|
•
|
Participating rights provide the noncontrolling equity holders the ability to direct significant financial and operating decisions made in the ordinary course of business that most significantly influence the entity’s economic performance.
|
•
|
Kick-out rights allow the noncontrolling equity holders to remove the general partner or managing member without cause.
|
•
|
Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or
|
•
|
The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., revenue generated before and after the transaction).
|
2.
|
Summary of significant accounting policies (continued)
|
•
|
The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce) that is skilled, knowledgeable, and experienced in performing the process;
|
•
|
The process cannot be replaced without significant cost, effort, or delay; or
|
•
|
The process is considered unique or scarce.
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
•
|
Investments in publicly traded companies are classified as investments with readily determinable fair values. These investments are carried at fair value, with changes in fair value recognized in net income, rather than in accumulated other comprehensive income within total equity. The fair values for our investments in publicly traded companies continue to be determined based on sales prices/quotes available on securities exchanges, or published prices that serve as the basis for current transactions.
|
•
|
Investments in privately held entities without readily determinable fair values fall into two categories:
|
•
|
For investments in publicly traded companies, reclassification of cumulative unrealized gains as of December 31, 2017, aggregating
$49.8 million
, from accumulated other comprehensive income to retained earnings.
|
•
|
For investments in privately held entities without readily determinable fair values that were previously accounted for under the cost method:
|
•
|
Adjustment to investments for unrealized gains aggregating
$90.8 million
related to investments in privately held entities that report NAV, representing the difference between fair value as of December 31, 2017, using NAV as a practical expedient and the carrying value of the investments as of December 31, 2017, with a corresponding adjustment to retained earnings.
|
•
|
No adjustment was required for investments in privately held entities that do not report NAV. The ASU requires a prospective transition approach for investments in privately held entities that do not report NAV. The FASB clarified that it would be difficult for entities to determine the last observable transaction price existing prior to the adoption of this ASU. Therefore, unlike our investments in privately held entities that report NAV that were adjusted to reflect fair values upon adoption of the new ASU, our investments in privately held entities that do not report NAV were not retrospectively adjusted to fair values upon adoption. As such, any initial valuation adjustments made for investments in privately held entities that do not report NAV subsequent to January 1, 2018, as a result of future observable price changes include recognition of unrealized gains or losses equal to the difference between the carrying basis of the investment and the observable price at the date of remeasurement.
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
|
Date of ASU Adoption
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||
Revenues subject to the lease ASU:
|
|
|
|
|
|
||||
Rental revenues
|
1/1/19
|
|
$
|
243,951
|
|
|
$
|
716,552
|
|
Tenant recoveries
|
1/1/19
|
|
81,051
|
|
|
226,380
|
|
||
|
|
|
325,002
|
|
|
942,932
|
|
||
Revenues subject to the revenue recognition ASU:
|
|
|
|
|
|
||||
Parking and other revenues
|
1/1/18
|
|
11,545
|
|
|
34,064
|
|
||
Other income
|
1/1/18
|
|
4,473
|
|
|
7,988
|
|
||
|
|
|
16,018
|
|
|
42,052
|
|
||
|
|
|
|
|
|
||||
Interest and other income within the scope of other existing accounting standards
|
N/A
|
|
803
|
|
|
2,012
|
|
||
|
|
|
|
|
|
||||
Total revenues
|
|
|
$
|
341,823
|
|
|
$
|
986,996
|
|
•
|
Prior to the adoption of this ASU, we did not have material contract assets or contract liabilities related to contracts with customers subject to the new revenue recognition ASU, and no additional contract assets or contract liabilities were necessary subsequent to adoption on January 1, 2018.
|
•
|
Parking and construction management services subject to the new revenue recognition ASU do not normally create obligations for returns, refunds, warranties, and other similar obligations. Therefore, no corresponding disclosures were necessary.
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
•
|
Under the first option, the ASUs require application of the standards to all leases that exist as of, or commence after, January 1, 2017 (the beginning of the earliest comparative period presented in the 2019 financial statements), with a cumulative adjustment to the opening balance of retained earnings on January 1, 2017, for the effect of applying the standards at the date of initial application, and restatement of the amounts presented prior to January 1, 2019.
|
•
|
Under the second option, an entity may elect a practical expedient package, which allows an entity not to reassess:
|
•
|
Whether any expired or existing contracts are or contain leases;
|
•
|
The lease classification for any expired or existing leases; and
|
•
|
Initial direct costs for any existing leases.
|
2.
|
Summary of significant accounting policies (continued)
|
|
Date of ASU Adoption
|
|
Nine Months Ended September 30, 2018
|
||
Revenues subject to the new lease ASUs
(1)
:
|
|
|
|
||
Rental revenues
|
1/1/19
|
|
$
|
716,552
|
|
Tenant recoveries
|
1/1/19
|
|
226,380
|
|
|
|
|
|
942,932
|
|
|
|
|
|
|
||
Revenues subject to the revenue recognition ASU:
|
|
|
|
||
Parking and other revenues
|
1/1/18
|
|
34,064
|
|
|
Other income
|
1/1/18
|
|
7,988
|
|
|
|
|
|
42,052
|
|
|
|
|
|
|
||
Interest and other income within the scope of other existing accounting standards
|
N/A
|
|
2,012
|
|
|
|
|
|
|
||
Total revenues
|
|
|
$
|
986,996
|
|
(1)
|
Assumes election of all practical expedients available under the new lease ASUs, as described on the prior page.
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
2.
|
Summary of significant accounting policies (continued)
|
3.
|
Investments in real estate
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Land (related to rental properties)
|
|
$
|
1,576,898
|
|
|
$
|
1,312,072
|
|
Buildings and building improvements
|
|
9,660,891
|
|
|
9,000,626
|
|
||
Other improvements
|
|
906,597
|
|
|
780,117
|
|
||
Rental properties
|
|
12,144,386
|
|
|
11,092,815
|
|
||
Development and redevelopment of new Class A properties:
|
|
|
|
|
||||
Development and redevelopment projects (under construction, marketing, or
pre-construction)
|
|
1,518,264
|
|
|
955,218
|
|
||
Future development projects
|
|
62,860
|
|
|
96,112
|
|
||
Gross investments in real estate
|
|
13,725,510
|
|
|
12,144,145
|
|
||
Less: accumulated depreciation
|
|
(2,166,330
|
)
|
|
(1,875,810
|
)
|
||
Net investments in real estate – North America
|
|
11,559,180
|
|
|
10,268,335
|
|
||
Net investments in real estate – Asia
|
|
28,132
|
|
|
29,684
|
|
||
Investments in real estate
|
|
$
|
11,587,312
|
|
|
$
|
10,298,019
|
|
|
|
|
|
Square Footage
|
|
|||||||||||||
Market
|
|
Number of Properties
|
|
Operating
|
|
Operating with Future Redevelopment
|
|
Active Development/Redevelopment
|
|
Future Development
|
|
Purchase Price
|
||||||
San Francisco
|
|
6
|
|
148,951
|
|
|
—
|
|
|
642,312
|
|
|
—
|
|
|
$
|
167,950
|
|
San Diego
|
|
4
|
|
316,531
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
148,650
|
|
|
Other
|
|
1
|
|
21,745
|
|
|
—
|
|
|
58,186
|
|
|
—
|
|
|
22,800
|
|
|
Three months ended March 31, 2018
|
|
11
|
|
487,227
|
|
|
—
|
|
|
700,498
|
|
|
50,000
|
|
|
339,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Greater Boston
|
|
1
|
|
200,431
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
87,250
|
|
|
Seattle
|
|
1
|
|
197,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,000
|
|
|
Maryland
|
|
8
|
|
376,106
|
|
|
39,505
|
|
|
—
|
|
|
—
|
|
|
146,500
|
|
|
Other
|
|
1
|
|
8,715
|
|
|
—
|
|
|
—
|
|
|
493,000
|
|
|
77,105
|
|
|
Three months ended June 30, 2018
|
|
11
|
|
782,388
|
|
|
39,505
|
|
|
—
|
|
|
793,000
|
|
|
405,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New York City
|
|
1
|
|
—
|
|
|
349,947
|
|
|
—
|
|
|
230,000
|
|
|
203,000
|
|
|
Seattle
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,000
|
|
|
33,500
|
|
|
Other
|
|
1
|
|
45,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,500
|
|
|
Three months ended September 30, 2018
|
|
2
|
|
45,626
|
|
|
349,947
|
|
|
—
|
|
|
447,000
|
|
|
257,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Subsequent acquisition
|
|
1
|
|
—
|
|
|
36,661
|
|
|
140,098
|
|
|
—
|
|
|
75,000
|
|
|
Total acquisitions
|
|
25
|
|
1,315,241
|
|
|
426,113
|
|
|
840,596
|
|
|
1,290,000
|
|
|
$
|
1,077,255
|
|
3.
|
Investments in real estate (continued)
|
4.
|
Consolidated and unconsolidated real estate joint ventures
|
|
Property
(1)
|
|
Market
|
|
Submarket
|
|
Our Ownership Interest
|
|
RSF
|
|||||
Consolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
225 Binney Street
|
|
Greater Boston
|
|
Cambridge
|
|
|
30.0
|
%
|
|
|
305,212
|
|
|
|
409 and 499 Illinois Street
|
|
San Francisco
|
|
Mission Bay/SoMa
|
|
|
60.0
|
%
|
|
|
455,069
|
|
|
|
1500 Owens Street
|
|
San Francisco
|
|
Mission Bay/SoMa
|
|
|
50.1
|
%
|
|
|
158,267
|
|
|
|
Campus Pointe by Alexandria
|
|
San Diego
|
|
University Town Center
|
|
|
55.0
|
%
|
|
|
798,799
|
|
|
|
9625 Towne Centre Drive
|
|
San Diego
|
|
University Town Center
|
|
|
50.1
|
%
|
|
|
163,648
|
|
|
Unconsolidated joint ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Menlo Gateway
|
|
San Francisco
|
|
Greater Stanford
|
|
|
33.7
|
%
|
(2)
|
|
772,983
|
|
|
|
1401/1413 Research Boulevard
|
|
Maryland
|
|
Rockville
|
|
|
65.0
|
%
|
(3)
|
|
(4)
|
||
|
704 Quince Orchard Road
|
|
Maryland
|
|
Gaithersburg
|
|
|
56.8
|
%
|
(3)
|
|
79,931
|
|
|
|
1655 and 1725 Third Street
|
|
San Francisco
|
|
Mission Bay/SoMa
|
|
|
10.0
|
%
|
|
|
593,765
|
|
|
(1)
|
In addition to the consolidated real estate joint ventures listed, various partners hold insignificant noncontrolling interests in
four
other joint ventures in North America, and we hold an insignificant noncontrolling interest in
one
unconsolidated real estate joint venture in North America.
|
(2)
|
As of September 30, 2018
, we have an ownership interest in Menlo Gateway of
33.7%
and expect our ownership to increase to
49%
through future funding of construction costs in 2019.
|
(3)
|
Represents our ownership interest; our voting interest is limited to 50%.
|
(4)
|
Joint venture with a distinguished retail real estate developer for the development of an approximate
90,000
RSF retail shopping center.
|
Property
|
|
Consolidation Model
|
|
Voting Interest
|
|
Consolidation Analysis
|
|
Conclusion
|
|
|
|
|
|
|
|
|
|
225 Binney Street
|
|
VIE model
|
|
Not applicable under VIE model
|
|
We have control and benefits that can be significant to the joint venture; therefore, we are the primary beneficiary of each VIE
|
|
Consolidated
|
409 and 499 Illinois Street
|
|
|||||||
1500 Owens Street
|
|
|||||||
Campus Pointe by Alexandria
|
|
|||||||
9625 Towne Centre Drive
|
|
|||||||
Menlo Gateway
|
|
|
We do not control the joint venture and therefore are not the primary beneficiary
|
Equity method of accounting
|
||||
1401/1413 Research Boulevard
|
|
|||||||
704 Quince Orchard Road
|
|
Voting model
|
|
Does not exceed 50%
|
Our voting interest is 50% or less
|
|
||
1655 and 1725 Third Street
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Investments in real estate
|
|
$
|
1,105,290
|
|
|
$
|
1,047,472
|
|
Cash and cash equivalents
|
|
38,783
|
|
|
41,112
|
|
||
Other assets
|
|
71,823
|
|
|
68,754
|
|
||
Total assets
|
|
$
|
1,215,896
|
|
|
$
|
1,157,338
|
|
|
|
|
|
|
||||
Secured notes payable
|
|
$
|
—
|
|
|
$
|
—
|
|
Other liabilities
|
|
74,463
|
|
|
52,201
|
|
||
Total liabilities
|
|
74,463
|
|
|
52,201
|
|
||
Redeemable noncontrolling interests
|
|
759
|
|
|
—
|
|
||
Alexandria Real Estate Equities, Inc.’s share of equity
|
|
611,894
|
|
|
584,160
|
|
||
Noncontrolling interests’ share of equity
|
|
528,780
|
|
|
520,977
|
|
||
Total liabilities and equity
|
|
$
|
1,215,896
|
|
|
$
|
1,157,338
|
|
Property
|
|
September 30, 2018
|
||
Menlo Gateway
|
|
$
|
150,632
|
|
1401/1413 Research Boulevard
|
|
7,958
|
|
|
704 Quince Orchard Road
|
|
4,484
|
|
|
1655 and 1725 Third Street
|
|
34,387
|
|
|
Other
|
|
509
|
|
|
|
|
$
|
197,970
|
|
|
|
|
|
Maturity Date
|
|
Stated Interest Rate
|
|
Interest Rate
(1)
|
|
100% at Joint Venture Level
|
|
||||||||
Unconsolidated Joint Venture
|
|
Our Share
|
|
|
|
|
Debt Balance
(2)
|
|
Remaining Commitments
|
|
|||||||||
1401/1413 Research Boulevard
|
|
65.0%
|
|
|
5/17/20
|
|
|
L+2.50%
|
|
5.60%
|
|
$
|
18,415
|
|
|
$
|
9,131
|
|
|
1655 and 1725 Third Street
|
|
10.0%
|
|
|
6/29/21
|
|
|
L+3.70%
|
|
5.80%
|
|
121,889
|
|
|
253,111
|
|
|
||
704 Quince Orchard Road
|
|
56.8%
|
|
|
3/16/23
|
|
|
L+1.95%
|
|
4.36%
|
|
2,932
|
|
|
11,901
|
|
|
||
Menlo Gateway, Phase II
|
|
33.7%
|
|
|
5/1/35
|
|
|
4.53%
|
|
N/A
|
|
—
|
|
|
157,270
|
|
|
||
Menlo Gateway, Phase I
|
|
33.7%
|
|
|
8/1/35
|
|
|
4.15%
|
|
4.18%
|
|
144,336
|
|
|
N/A
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
287,572
|
|
|
$
|
431,413
|
|
|
(1)
|
Includes interest expense, amortization of loan fees, and amortization of premiums (discounts)
as of September 30, 2018
.
|
(2)
|
Represents outstanding principal, net of unamortized deferred financing costs and premiums (discounts)
as of September 30, 2018
.
|
5.
|
Cash, cash equivalents, and restricted cash
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
204,181
|
|
|
$
|
254,381
|
|
Restricted cash:
|
|
|
|
||||
Funds held in trust under the terms of certain secured notes payable
|
20,837
|
|
|
12,301
|
|
||
Funds held in escrow related to construction projects and investing activities
|
5,054
|
|
|
4,546
|
|
||
Other
|
3,808
|
|
|
5,958
|
|
||
|
29,699
|
|
|
22,805
|
|
||
Total
|
$
|
233,880
|
|
|
$
|
277,186
|
|
6.
|
Investments
|
•
|
Investments in publicly traded companies were presented at fair value in our consolidated balance sheet, with changes in fair value recognized in other comprehensive income classified in accumulated other comprehensive income within total equity.
|
•
|
Investments in privately held entities were accounted for under the cost method of accounting.
|
•
|
Gains or losses were recognized in net income upon the sale of an investment.
|
•
|
Investments in privately held entities required accounting under the equity method unless our interest in the entity was deemed to be so minor that we had virtually no influence over the entity’s operating and financial policies. Under the equity method of accounting, we recognized our investment initially at cost and adjusted the carrying amount of the investment to recognize our share of the earnings or losses of the investee subsequent to the date of our investment. We had no investments accounted for under the equity method as of December 31, 2017.
|
•
|
Investments were evaluated for impairment, with other-than-temporary impairments recognized in net income.
|
•
|
Investments in publicly traded companies are presented at fair value in our consolidated balance sheet, with changes in fair value recognized in net income.
|
•
|
Investments in privately held entities without readily determinable fair values previously accounted for under the cost method are accounted for as follows:
|
•
|
Investments in privately held entities that report NAV are presented at fair value using NAV as a practical expedient, with changes in fair value recognized in net income.
|
•
|
Investments in privately held entities that do not report NAV are carried at cost, adjusted for observable price changes and impairments, with changes recognized in net income.
|
•
|
One-time adjustments recognized upon adoption on January 1, 2018, are as follows:
|
•
|
For investments in publicly traded companies, reclassification of net unrealized gains as of December 31, 2017, aggregating
$49.8 million
, from accumulated other comprehensive income to retained earnings.
|
•
|
For investments in privately held entities without readily determinable fair values that were previously accounted for under the cost method:
|
•
|
Adjustment to investments for unrealized gains aggregating
$90.8 million
related to investments in privately held entities that report NAV, representing the difference between fair value as of December 31, 2017, using NAV as a practical expedient and the carrying value of the investments as of December 31, 2017, with a corresponding adjustment to retained earnings.
|
•
|
No adjustment was required for investments in privately held entities that do not report NAV. The ASU requires a prospective transition approach for investments in privately held entities that do not report NAV. The FASB clarified that it would be difficult for entities to determine the last observable transaction price existing prior to the adoption of this ASU. Therefore, unlike our investments in privately held entities that report NAV that were adjusted to reflect fair values upon adoption of the new ASU, our investments in privately held entities that do not report NAV were not retrospectively adjusted to fair values upon adoption. As such, any initial valuation adjustments made for investments in privately held entities that do not report NAV subsequent to January 1, 2018, as a result of future observable price changes will include recognition of unrealized gains or losses equal to the difference between the carrying basis of the investment and the observable price at the date of remeasurement.
|
•
|
Investments in privately held entities continue to require accounting under the equity method unless our interest in the entity is deemed to be so minor that we have virtually no influence over the entity’s operating and financial policies. Under the equity method of accounting, we initially recognize our investment at cost and adjust the carrying amount of the investment to recognize our share of the earnings or losses of the investee subsequent to the date of our investment. We had no investments accounted for under the equity method
as of September 30, 2018
.
|
6.
|
Investments (continued)
|
|
September 30, 2018
|
||||||||||
|
Cost
|
|
Adjustments
|
|
Carrying Amount
|
||||||
Investments at fair value:
|
|
|
|
|
|
||||||
Publicly traded companies
|
$
|
119,634
|
|
|
$
|
136,310
|
|
|
$
|
255,944
|
|
Entities that report NAV
|
186,098
|
|
|
139,891
|
|
|
325,989
|
|
|||
|
|
|
|
|
|
|
|
||||
Entities that do not report NAV:
|
|
|
|
|
|
||||||
Entities with observable price changes since January 1, 2018
|
30,522
|
|
|
59,206
|
|
|
89,728
|
|
|||
Entities without observable price changes since January 1, 2018
|
285,695
|
|
|
—
|
|
|
285,695
|
|
|||
Total investments
|
$
|
621,949
|
|
|
$
|
335,407
|
|
|
$
|
957,356
|
|
|
December 31, 2017
|
||||||||||
|
Cost
|
|
Adjustments
|
|
Total
|
||||||
Investments in publicly traded companies
|
$
|
59,740
|
|
|
$
|
49,771
|
|
|
$
|
109,511
|
|
Investments in privately held entities without readily determinable fair values (cost method investments):
|
|
|
|
|
|
||||||
Investments in privately held entities that report NAV
|
148,627
|
|
|
N/A
|
|
|
148,627
|
|
|||
Investments in privately held entities that do not report NAV
|
265,116
|
|
|
N/A
|
|
|
265,116
|
|
|||
Total investments
|
$
|
473,483
|
|
|
$
|
49,771
|
|
|
$
|
523,254
|
|
6.
|
Investments (continued)
|
|
|
Three Months Ended September 30, 2018
|
||||||||||
|
|
Unrealized Gains
|
|
Realized Gains
|
|
Total
|
||||||
Investments at fair value, held at period end:
|
|
|
|
|
|
|
||||||
Publicly traded companies
|
|
$
|
40,342
|
|
|
$
|
—
|
|
|
$
|
40,342
|
|
Entities that report NAV
|
|
28,948
|
|
|
—
|
|
|
28,948
|
|
|||
Entities that do not report NAV with observable price changes since
July 1, 2018, held at period end:
|
|
48,917
|
|
|
—
|
|
|
48,917
|
|
|||
Total investments at fair value, held at period end
|
|
118,207
|
|
|
—
|
|
|
118,207
|
|
|||
Investment dispositions during the period:
|
|
|
|
|
|
|
||||||
Recognized in the current period
|
|
—
|
|
|
3,996
|
|
|
3,996
|
|
|||
Previously recognized gains
|
|
(1,019
|
)
|
|
1,019
|
|
|
—
|
|
|||
Total investment dispositions during the period
|
|
(1,019
|
)
|
|
5,015
|
|
|
3,996
|
|
|||
Investment income
|
|
$
|
117,188
|
|
|
$
|
5,015
|
|
|
$
|
122,203
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
Unrealized Gains
|
|
Realized Gains
|
|
Total
|
||||||
Investments at fair value, held at period end:
|
|
|
|
|
|
|
||||||
Publicly traded companies
|
|
$
|
92,148
|
|
|
$
|
—
|
|
|
$
|
92,148
|
|
Entities that report NAV
|
|
48,718
|
|
|
—
|
|
|
48,718
|
|
|||
Entities that do not report NAV with observable price changes since
January 1, 2018, held at period end
|
|
59,206
|
|
|
—
|
|
|
59,206
|
|
|||
Total investments at fair value, held at period end
|
|
200,072
|
|
|
—
|
|
|
200,072
|
|
|||
Investment dispositions during the period:
|
|
|
|
|
|
|
||||||
Recognized in the current period
|
|
—
|
|
|
20,222
|
|
|
20,222
|
|
|||
Previously recognized gains
|
|
(5,588
|
)
|
|
5,588
|
|
|
—
|
|
|||
Total investment dispositions during the period
|
|
(5,588
|
)
|
|
25,810
|
|
|
20,222
|
|
|||
Investment income
|
|
$
|
194,484
|
|
|
$
|
25,810
|
|
|
$
|
220,294
|
|
7.
|
Other assets
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Acquired below-market ground leases
|
$
|
17,529
|
|
|
$
|
12,684
|
|
Acquired in-place leases
|
140,129
|
|
|
64,979
|
|
||
Deferred compensation plan
|
20,110
|
|
|
15,534
|
|
||
Deferred financing costs – $2.2 billion unsecured senior line of credit
|
16,640
|
|
|
10,525
|
|
||
Deposits
|
8,315
|
|
|
10,576
|
|
||
Furniture, fixtures, and equipment
|
12,958
|
|
|
11,070
|
|
||
Interest rate hedge assets
|
4,724
|
|
|
5,260
|
|
||
Net investment in direct financing lease
|
38,954
|
|
|
38,382
|
|
||
Notes receivable
|
550
|
|
|
614
|
|
||
Prepaid expenses
|
17,179
|
|
|
10,972
|
|
||
Property, plant, and equipment
|
71,080
|
|
|
32,073
|
|
||
Other assets
|
19,864
|
|
|
15,784
|
|
||
Total
|
$
|
368,032
|
|
|
$
|
228,453
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Gross investment in direct financing lease
|
$
|
262,514
|
|
|
$
|
263,719
|
|
Less: unearned income
|
(223,560
|
)
|
|
(225,337
|
)
|
||
Net investment in direct financing lease
|
$
|
38,954
|
|
|
$
|
38,382
|
|
Year
|
|
Total
|
||
2018
|
|
$
|
403
|
|
2019
|
|
1,655
|
|
|
2020
|
|
1,705
|
|
|
2021
|
|
1,756
|
|
|
2022
|
|
1,809
|
|
|
Thereafter
|
|
255,186
|
|
|
Total
|
|
$
|
262,514
|
|
8.
|
Fair value measurements
|
|
|
|
|
September 30, 2018
|
||||||||||||
Description
|
|
Total
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in publicly traded companies
|
|
$
|
255,944
|
|
|
$
|
255,944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate hedge agreements
|
|
$
|
4,724
|
|
|
$
|
—
|
|
|
$
|
4,724
|
|
|
$
|
—
|
|
|
|
|
|
December 31, 2017
|
||||||||||||
Description
|
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investments in publicly traded companies
|
|
$
|
109,511
|
|
|
$
|
109,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate hedge agreements
|
|
$
|
5,260
|
|
|
$
|
—
|
|
|
$
|
5,260
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate hedge agreements
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
8.
|
Fair value measurements (continued)
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||
|
Book Value
|
|
Fair Value
|
|
Book Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in privately held entities that report NAV
|
$
|
325,989
|
|
|
$
|
325,989
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Secured notes payable
|
$
|
632,792
|
|
|
$
|
623,887
|
|
|
$
|
771,061
|
|
|
$
|
776,222
|
|
Unsecured senior notes payable
|
$
|
4,290,906
|
|
|
$
|
4,294,053
|
|
|
$
|
3,395,804
|
|
|
$
|
3,529,713
|
|
Unsecured senior line of credit
|
$
|
413,000
|
|
|
$
|
411,428
|
|
|
$
|
50,000
|
|
|
$
|
49,986
|
|
Unsecured senior bank term loans
|
$
|
347,306
|
|
|
$
|
346,743
|
|
|
$
|
547,942
|
|
|
$
|
549,361
|
|
9.
|
Secured and unsecured senior debt
|
|
Fixed-Rate/Hedged
Variable-Rate Debt
|
|
Unhedged
Variable-Rate Debt
|
|
|
|
|
|
Weighted-Average
|
||||||||||
|
|
|
|
|
|
|
Interest
|
|
Remaining Term
(in years)
|
||||||||||
|
|
|
Total
|
|
Percentage
|
|
Rate
(1)
|
|
|||||||||||
Secured notes payable
|
$
|
439,689
|
|
|
$
|
193,103
|
|
|
$
|
632,792
|
|
|
11.1
|
%
|
|
4.42
|
%
|
|
3.0
|
Unsecured senior notes payable
|
4,290,906
|
|
|
—
|
|
|
4,290,906
|
|
|
75.5
|
|
|
4.15
|
|
|
6.6
|
|||
$2.2 billion unsecured senior line of credit
|
250,000
|
|
|
163,000
|
|
|
413,000
|
|
|
7.3
|
|
|
2.79
|
|
|
5.3
|
|||
Unsecured senior bank term loan
|
347,306
|
|
|
—
|
|
|
347,306
|
|
|
6.1
|
|
|
2.21
|
|
|
5.3
|
|||
Total/weighted average
|
$
|
5,327,901
|
|
|
$
|
356,103
|
|
|
$
|
5,684,004
|
|
|
100.0
|
%
|
|
3.96
|
%
|
|
6.1
|
Percentage of total debt
|
94
|
%
|
|
6
|
%
|
|
100
|
%
|
|
|
|
|
|
|
(1)
|
Represents the weighted-average interest rate as of the end of the applicable period, including expense/income related to our interest rate hedge agreements, amortization of loan fees, amortization of debt premiums (discounts), and other bank fees.
|
9.
|
Secured and unsecured senior debt (continued)
|
|
|
Stated
Rate
|
|
Interest Rate
(1)
|
|
Maturity Date
(2)
|
|
|
|
|
Unamortized (Deferred Financing Cost), (Discount) Premium
|
|
|
|
||||||||
Debt
|
|
|
|
|
|
Principal
|
|
|
Total
|
|
||||||||||||
Secured notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Greater Boston
|
|
L+1.50
|
%
|
|
3.94
|
%
|
|
1/28/19
|
(3)
|
|
$
|
193,103
|
|
|
$
|
(228
|
)
|
|
$
|
192,875
|
|
|
Greater Boston, San Diego, Seattle, and Maryland
|
|
7.75
|
%
|
|
8.15
|
|
|
4/1/20
|
|
|
106,999
|
|
|
(501
|
)
|
|
106,498
|
|
|
|||
San Diego
|
|
4.66
|
%
|
|
4.90
|
|
|
1/1/23
|
|
|
33,773
|
|
|
(280
|
)
|
|
33,493
|
|
|
|||
Greater Boston
|
|
3.93
|
%
|
|
3.19
|
|
|
3/10/23
|
|
|
81,276
|
|
|
2,435
|
|
|
83,711
|
|
|
|||
Greater Boston
|
|
4.82
|
%
|
|
3.40
|
|
|
2/6/24
|
|
|
201,269
|
|
|
14,195
|
|
|
215,464
|
|
|
|||
San Francisco
|
|
6.50
|
%
|
|
6.50
|
|
|
7/1/36
|
|
|
751
|
|
|
—
|
|
|
751
|
|
|
|||
Secured debt weighted-average interest rate/subtotal
|
|
4.87
|
%
|
|
4.42
|
|
|
|
|
|
617,171
|
|
|
15,621
|
|
|
632,792
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
$2.2 billion unsecured senior line of credit
|
|
L+0.825
|
%
|
|
2.79
|
|
|
1/28/24
|
|
|
413,000
|
|
|
—
|
|
|
413,000
|
|
|
|||
Unsecured senior bank term loan
|
|
L+0.90
|
%
|
|
2.21
|
|
|
1/28/24
|
|
|
350,000
|
|
|
(2,694
|
)
|
|
347,306
|
|
|
|||
Unsecured senior notes payable
|
|
2.75
|
%
|
|
2.96
|
|
|
1/15/20
|
|
|
400,000
|
|
|
(1,041
|
)
|
|
398,959
|
|
|
|||
Unsecured senior notes payable
|
|
4.60
|
%
|
|
4.75
|
|
|
4/1/22
|
|
|
550,000
|
|
|
(2,277
|
)
|
|
547,723
|
|
|
|||
Unsecured senior notes payable
|
|
3.90
|
%
|
|
4.04
|
|
|
6/15/23
|
|
|
500,000
|
|
|
(2,800
|
)
|
|
497,200
|
|
|
|||
Unsecured senior notes payable
|
|
4.00
|
%
|
|
4.18
|
|
|
1/15/24
|
|
|
450,000
|
|
|
(3,867
|
)
|
|
446,133
|
|
|
|||
Unsecured senior notes payable
|
|
3.45
|
%
|
|
3.62
|
|
|
4/30/25
|
|
|
600,000
|
|
|
(5,740
|
)
|
|
594,260
|
|
|
|||
Unsecured senior notes payable
|
|
4.30
|
%
|
|
4.50
|
|
|
1/15/26
|
|
|
300,000
|
|
|
(3,531
|
)
|
|
296,469
|
|
|
|||
Unsecured senior notes payable
|
|
3.95
|
%
|
|
4.13
|
|
|
1/15/27
|
|
|
350,000
|
|
|
(4,158
|
)
|
|
345,842
|
|
|
|||
Unsecured senior notes payable
|
|
3.95
|
%
|
|
4.07
|
|
|
1/15/28
|
|
|
425,000
|
|
|
(3,921
|
)
|
|
421,079
|
|
|
|||
Unsecured senior notes payable
|
|
4.50
|
%
|
|
4.60
|
|
|
7/30/29
|
|
|
300,000
|
|
|
(2,398
|
)
|
|
297,602
|
|
|
|||
Unsecured senior notes payable
|
|
4.70
|
%
|
|
4.81
|
|
|
7/1/30
|
|
|
450,000
|
|
|
(4,361
|
)
|
|
445,639
|
|
|
|||
Unsecured debt weighted average/subtotal
|
|
|
|
3.90
|
|
|
|
|
|
5,088,000
|
|
|
(36,788
|
)
|
|
5,051,212
|
|
|
||||
Weighted-average interest rate/total
|
|
|
|
3.96
|
%
|
|
|
|
|
$
|
5,705,171
|
|
|
$
|
(21,167
|
)
|
|
$
|
5,684,004
|
|
|
(1)
|
Represents the weighted-average interest rate as of the end of the applicable period, including expense/income related to our interest rate hedge agreements, amortization of loan fees, amortization of debt premiums (discounts), and other bank fees.
|
(2)
|
Reflects any extension options that we control.
|
(3)
|
We have
two
one
-year options to extend the stated maturity date to January 28, 2021, subject to certain conditions. We expect to exercise the first right to extend the maturity date to January 28, 2020.
|
9.
|
Secured and unsecured senior debt (continued)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Gross interest
|
$
|
59,675
|
|
|
$
|
48,123
|
|
|
$
|
163,574
|
|
|
$
|
137,888
|
|
Capitalized interest
|
(17,431
|
)
|
|
(17,092
|
)
|
|
(46,318
|
)
|
|
(45,325
|
)
|
||||
Interest expense
|
$
|
42,244
|
|
|
$
|
31,031
|
|
|
$
|
117,256
|
|
|
$
|
92,563
|
|
10.
|
Interest rate hedge agreements
|
|
|
|
|
Number of Contracts
|
|
Weighted-Average Interest Pay Rate
(1)
|
|
Fair Value
as of 9/30/18
|
|
Notional Amount in Effect as of
|
||||||||||||
Effective Date
|
|
Maturity Date
|
|
|
|
|
9/30/18
|
|
12/31/18
|
|
12/31/19
|
|||||||||||
March 29, 2018
|
|
March 31, 2019
|
|
8
|
|
1.16%
|
|
$
|
3,732
|
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
$
|
—
|
|
March 29, 2019
|
|
March 31, 2020
|
|
1
|
|
1.89%
|
|
992
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||||
Total
|
|
|
|
|
|
|
|
$
|
4,724
|
|
|
$
|
600,000
|
|
|
$
|
600,000
|
|
|
$
|
100,000
|
|
(1)
|
In addition to the interest pay rate for each swap agreement, interest is payable at an applicable margin over LIBOR for borrowings outstanding as of
September 30, 2018
, as listed under the column heading “Stated Rate” in our summary table of outstanding indebtedness and respective principal payments under Note 9 – “Secured and Unsecured Senior Debt” to these unaudited consolidated financial statements.
|
11.
|
Accounts payable, accrued expenses, and tenant security deposits
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Accounts payable and accrued expenses
|
$
|
445,943
|
|
|
$
|
349,884
|
|
Acquired below-market leases
|
128,011
|
|
|
88,184
|
|
||
Conditional asset retirement obligations
|
13,195
|
|
|
7,397
|
|
||
Deferred rent liabilities
|
28,977
|
|
|
27,953
|
|
||
Interest rate hedge liabilities
|
—
|
|
|
103
|
|
||
Unearned rent and tenant security deposits
|
237,589
|
|
|
248,924
|
|
||
Other liabilities
|
53,379
|
|
|
41,387
|
|
||
Total
|
$
|
907,094
|
|
|
$
|
763,832
|
|
12.
|
Earnings per share
|
12.
|
Earnings per share (continued)
|
12.
|
Earnings per share (continued)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
219,359
|
|
|
$
|
59,546
|
|
|
$
|
421,424
|
|
|
$
|
148,597
|
|
Net income attributable to noncontrolling interests
|
(5,723
|
)
|
|
(5,773
|
)
|
|
(17,428
|
)
|
|
(18,892
|
)
|
||||
Dividends on preferred stock
|
(1,301
|
)
|
|
(1,302
|
)
|
|
(3,905
|
)
|
|
(6,364
|
)
|
||||
Preferred stock redemption charge
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,279
|
)
|
||||
Net income attributable to unvested restricted stock awards
|
(3,395
|
)
|
|
(1,198
|
)
|
|
(6,010
|
)
|
|
(3,498
|
)
|
||||
Numerator for basic EPS – net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
208,940
|
|
|
51,273
|
|
|
394,081
|
|
|
108,564
|
|
||||
Dilutive effect of Series D Convertible Preferred Stock
|
1,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Numerator for diluted EPS – net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
$
|
210,241
|
|
|
$
|
51,273
|
|
|
$
|
394,081
|
|
|
$
|
108,564
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic EPS – weighted-average shares of common stock outstanding
|
104,179
|
|
|
92,598
|
|
|
101,991
|
|
|
90,336
|
|
||||
Dilutive effect of forward equity sales agreements
|
462
|
|
|
698
|
|
|
363
|
|
|
430
|
|
||||
Dilutive effect of Series D Convertible Preferred Stock
|
744
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted EPS – weighted-average shares of common stock outstanding
|
105,385
|
|
|
93,296
|
|
|
102,354
|
|
|
90,766
|
|
||||
Net income per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.01
|
|
|
$
|
0.55
|
|
|
$
|
3.86
|
|
|
$
|
1.20
|
|
Diluted
|
$
|
1.99
|
|
|
$
|
0.55
|
|
|
$
|
3.85
|
|
|
$
|
1.20
|
|
13.
|
Stockholders’ equity
|
|
|
Shares
Issued
|
|
Average Issue Price per Share
|
|
Gross Proceeds
|
|
Net
Proceeds
|
|||||||
Three Months Ended
|
|
|
|
|
|
|
|
|
|||||||
September 30, 2017
|
|
2,083,526
|
|
|
$
|
119.94
|
|
|
$
|
249,895
|
|
|
$
|
245,785
|
|
December 31, 2017
|
|
689,792
|
|
|
$
|
125.70
|
|
|
86,708
|
|
|
85,375
|
|
||
|
|
2,773,318
|
|
|
|
|
336,603
|
|
|
331,160
|
|
||||
March 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
June 30, 2018
|
|
2,456,037
|
|
|
$
|
124.46
|
|
|
305,675
|
|
|
300,837
|
|
||
September 30, 2018
|
|
703,625
|
|
|
$
|
127.91
|
|
|
90,000
|
|
|
88,548
|
|
||
|
|
3,159,662
|
|
|
|
|
|
395,675
|
|
|
389,385
|
|
|||
Cumulative activity through September 30, 2018
|
|
5,932,980
|
|
|
|
|
|
732,278
|
|
|
$
|
720,545
|
|
||
Remaining availability as of September 30, 2018
|
|
|
|
|
|
17,722
|
|
|
|
||||||
Total August 2017 ATM common stock offering program
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
|
Shares
Issued
|
|
Average Issue Price per Share
|
|
Gross Proceeds
|
|
Net Proceeds
|
|||||||
Three months ended September 30, 2018
|
|
855,458
|
|
|
$
|
127.45
|
|
|
$
|
109,031
|
|
|
$
|
106,956
|
|
Remaining availability as of September 30, 2018
|
|
|
|
|
|
640,969
|
|
|
|
|
|||||
Total August 2018 ATM common stock offering program
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
|
Number of Shares
|
|
Average Issue Price per Share
|
|
Net
Proceeds
|
|||||
Forward equity sales agreements settled during the three months ended:
|
|
|
|
|
|
|
|||||
March 31, 2018
|
|
843,600
|
|
|
$
|
118.74
|
|
|
$
|
100,169
|
|
June 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
||
September 30, 2018
|
|
857,700
|
|
|
116.62
|
|
|
100,022
|
|
||
Activity during the nine months ended September 30, 2018
|
|
1,701,300
|
|
|
|
|
200,191
|
|
|||
|
|
|
|
|
|
|
|||||
Remaining forward equity sales agreements to settle no later than April 2019, as of September 30, 2018
|
|
5,198,700
|
|
|
|
|
|
|
|||
Total under our forward equity sales agreements
|
|
6,900,000
|
|
|
|
|
$
|
806,537
|
|
13.
|
Stockholders’ equity (continued)
|
13.
|
Stockholders’ equity (continued)
|
(1)
|
Refer to Note 6 – “Investments” to these unaudited consolidated financial statements for additional information.
|
14.
|
Noncontrolling interests
|
15.
|
Assets classified as held for sale
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Total assets
|
$
|
35,812
|
|
|
$
|
31,578
|
|
Total liabilities
|
(1,899
|
)
|
|
(1,809
|
)
|
||
Total accumulated other comprehensive income (loss)
|
735
|
|
|
(1,021
|
)
|
||
Net assets classified as held for sale
|
$
|
34,648
|
|
|
$
|
28,748
|
|
16.
|
Subsequent events
|
17.
|
Condensed consolidating financial information
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria Real Estate Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,587,312
|
|
|
$
|
—
|
|
|
$
|
11,587,312
|
|
Investments in unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
197,970
|
|
|
—
|
|
|
197,970
|
|
|||||
Cash and cash equivalents
|
94,559
|
|
|
—
|
|
|
109,622
|
|
|
—
|
|
|
204,181
|
|
|||||
Restricted cash
|
175
|
|
|
—
|
|
|
29,524
|
|
|
—
|
|
|
29,699
|
|
|||||
Tenant receivables
|
—
|
|
|
—
|
|
|
11,041
|
|
|
—
|
|
|
11,041
|
|
|||||
Deferred rent
|
—
|
|
|
—
|
|
|
511,680
|
|
|
—
|
|
|
511,680
|
|
|||||
Deferred leasing costs
|
—
|
|
|
—
|
|
|
238,295
|
|
|
—
|
|
|
238,295
|
|
|||||
Investments
|
—
|
|
|
1,757
|
|
|
955,599
|
|
|
—
|
|
|
957,356
|
|
|||||
Investments in and advances to affiliates
|
11,966,279
|
|
|
10,610,856
|
|
|
216,136
|
|
|
(22,793,271
|
)
|
|
—
|
|
|||||
Other assets
|
60,814
|
|
|
—
|
|
|
307,218
|
|
|
—
|
|
|
368,032
|
|
|||||
Total assets
|
$
|
12,121,827
|
|
|
$
|
10,612,613
|
|
|
$
|
14,164,397
|
|
|
$
|
(22,793,271
|
)
|
|
$
|
14,105,566
|
|
Liabilities, Noncontrolling Interests, and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Secured notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
632,792
|
|
|
$
|
—
|
|
|
$
|
632,792
|
|
Unsecured senior notes payable
|
4,290,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,290,906
|
|
|||||
Unsecured senior line of credit
|
413,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
413,000
|
|
|||||
Unsecured senior bank term loans
|
347,306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347,306
|
|
|||||
Accounts payable, accrued expenses, and tenant security deposits
|
96,748
|
|
|
—
|
|
|
810,346
|
|
|
—
|
|
|
907,094
|
|
|||||
Dividends payable
|
101,084
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,084
|
|
|||||
Total liabilities
|
5,249,044
|
|
|
—
|
|
|
1,443,138
|
|
|
—
|
|
|
6,692,182
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
10,771
|
|
|
—
|
|
|
10,771
|
|
|||||
Alexandria Real Estate Equities, Inc.’s stockholders’ equity
|
6,872,783
|
|
|
10,612,613
|
|
|
12,180,658
|
|
|
(22,793,271
|
)
|
|
6,872,783
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
529,830
|
|
|
—
|
|
|
529,830
|
|
|||||
Total equity
|
6,872,783
|
|
|
10,612,613
|
|
|
12,710,488
|
|
|
(22,793,271
|
)
|
|
7,402,613
|
|
|||||
Total liabilities, noncontrolling interests, and equity
|
$
|
12,121,827
|
|
|
$
|
10,612,613
|
|
|
$
|
14,164,397
|
|
|
$
|
(22,793,271
|
)
|
|
$
|
14,105,566
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments in real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,298,019
|
|
|
$
|
—
|
|
|
$
|
10,298,019
|
|
Investments in unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
110,618
|
|
|
—
|
|
|
110,618
|
|
|||||
Cash and cash equivalents
|
130,364
|
|
|
9
|
|
|
124,008
|
|
|
—
|
|
|
254,381
|
|
|||||
Restricted cash
|
152
|
|
|
—
|
|
|
22,653
|
|
|
—
|
|
|
22,805
|
|
|||||
Tenant receivables
|
—
|
|
|
—
|
|
|
10,262
|
|
|
—
|
|
|
10,262
|
|
|||||
Deferred rent
|
—
|
|
|
—
|
|
|
434,731
|
|
|
—
|
|
|
434,731
|
|
|||||
Deferred leasing costs
|
—
|
|
|
—
|
|
|
221,430
|
|
|
—
|
|
|
221,430
|
|
|||||
Investments
|
—
|
|
|
1,655
|
|
|
521,599
|
|
|
—
|
|
|
523,254
|
|
|||||
Investments in and advances to affiliates
|
9,949,861
|
|
|
9,030,994
|
|
|
183,850
|
|
|
(19,164,705
|
)
|
|
—
|
|
|||||
Other assets
|
45,108
|
|
|
—
|
|
|
183,345
|
|
|
—
|
|
|
228,453
|
|
|||||
Total assets
|
$
|
10,125,485
|
|
|
$
|
9,032,658
|
|
|
$
|
12,110,515
|
|
|
$
|
(19,164,705
|
)
|
|
$
|
12,103,953
|
|
Liabilities, Noncontrolling Interests, and Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Secured notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
771,061
|
|
|
$
|
—
|
|
|
$
|
771,061
|
|
Unsecured senior notes payable
|
3,395,804
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,395,804
|
|
|||||
Unsecured senior line of credit
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|||||
Unsecured senior bank term loans
|
547,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
547,942
|
|
|||||
Accounts payable, accrued expenses, and tenant security deposits
|
89,928
|
|
|
—
|
|
|
673,904
|
|
|
—
|
|
|
763,832
|
|
|||||
Dividends payable
|
92,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,145
|
|
|||||
Total liabilities
|
4,175,819
|
|
|
—
|
|
|
1,444,965
|
|
|
—
|
|
|
5,620,784
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
11,509
|
|
|
—
|
|
|
11,509
|
|
|||||
Alexandria Real Estate Equities, Inc.’s stockholders’ equity
|
5,949,666
|
|
|
9,032,658
|
|
|
10,132,047
|
|
|
(19,164,705
|
)
|
|
5,949,666
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
521,994
|
|
|
—
|
|
|
521,994
|
|
|||||
Total equity
|
5,949,666
|
|
|
9,032,658
|
|
|
10,654,041
|
|
|
(19,164,705
|
)
|
|
6,471,660
|
|
|||||
Total liabilities, noncontrolling interests, and equity
|
$
|
10,125,485
|
|
|
$
|
9,032,658
|
|
|
$
|
12,110,515
|
|
|
$
|
(19,164,705
|
)
|
|
$
|
12,103,953
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255,496
|
|
|
$
|
—
|
|
|
$
|
255,496
|
|
Tenant recoveries
|
—
|
|
|
—
|
|
|
81,051
|
|
|
—
|
|
|
81,051
|
|
|||||
Other income
|
5,017
|
|
|
—
|
|
|
5,723
|
|
|
(5,464
|
)
|
|
5,276
|
|
|||||
Total revenues
|
5,017
|
|
|
—
|
|
|
342,270
|
|
|
(5,464
|
)
|
|
341,823
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental operations
|
—
|
|
|
—
|
|
|
99,759
|
|
|
—
|
|
|
99,759
|
|
|||||
General and administrative
|
21,803
|
|
|
—
|
|
|
6,321
|
|
|
(5,464
|
)
|
|
22,660
|
|
|||||
Interest
|
37,236
|
|
|
—
|
|
|
5,008
|
|
|
—
|
|
|
42,244
|
|
|||||
Depreciation and amortization
|
1,506
|
|
|
—
|
|
|
118,094
|
|
|
—
|
|
|
119,600
|
|
|||||
Loss on early extinguishment of debt
|
823
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
1,122
|
|
|||||
Total expenses
|
61,368
|
|
|
—
|
|
|
229,481
|
|
|
(5,464
|
)
|
|
285,385
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Equity in earnings of unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
40,718
|
|
|
—
|
|
|
40,718
|
|
|||||
Equity in earnings of affiliates
|
269,987
|
|
|
147,999
|
|
|
2,912
|
|
|
(420,898
|
)
|
|
—
|
|
|||||
Investment income
|
—
|
|
|
111
|
|
|
122,092
|
|
|
—
|
|
|
122,203
|
|
|||||
Net income
|
213,636
|
|
|
148,110
|
|
|
278,511
|
|
|
(420,898
|
)
|
|
219,359
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,723
|
)
|
|
—
|
|
|
(5,723
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
213,636
|
|
|
148,110
|
|
|
272,788
|
|
|
(420,898
|
)
|
|
213,636
|
|
|||||
Dividends on preferred stock
|
(1,301
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,301
|
)
|
|||||
Net income attributable to unvested restricted stock awards
|
(3,395
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,395
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
$
|
208,940
|
|
|
$
|
148,110
|
|
|
$
|
272,788
|
|
|
$
|
(420,898
|
)
|
|
$
|
208,940
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
216,021
|
|
|
$
|
—
|
|
|
$
|
216,021
|
|
Tenant recoveries
|
—
|
|
|
—
|
|
|
67,058
|
|
|
—
|
|
|
67,058
|
|
|||||
Other income
|
3,230
|
|
|
(2,589
|
)
|
|
5,736
|
|
|
(4,086
|
)
|
|
2,291
|
|
|||||
Total revenues
|
3,230
|
|
|
(2,589
|
)
|
|
288,815
|
|
|
(4,086
|
)
|
|
285,370
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental operations
|
—
|
|
|
—
|
|
|
83,469
|
|
|
—
|
|
|
83,469
|
|
|||||
General and administrative
|
16,598
|
|
|
—
|
|
|
5,124
|
|
|
(4,086
|
)
|
|
17,636
|
|
|||||
Interest
|
23,958
|
|
|
—
|
|
|
7,073
|
|
|
—
|
|
|
31,031
|
|
|||||
Depreciation and amortization
|
1,787
|
|
|
—
|
|
|
106,001
|
|
|
—
|
|
|
107,788
|
|
|||||
Total expenses
|
42,343
|
|
|
—
|
|
|
201,667
|
|
|
(4,086
|
)
|
|
239,924
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
14,100
|
|
|
—
|
|
|
14,100
|
|
|||||
Equity in earnings of affiliates
|
92,886
|
|
|
88,900
|
|
|
1,702
|
|
|
(183,488
|
)
|
|
—
|
|
|||||
Net income
|
53,773
|
|
|
86,311
|
|
|
102,950
|
|
|
(183,488
|
)
|
|
59,546
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,773
|
)
|
|
—
|
|
|
(5,773
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
53,773
|
|
|
86,311
|
|
|
97,177
|
|
|
(183,488
|
)
|
|
53,773
|
|
|||||
Dividends on preferred stock
|
(1,302
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,302
|
)
|
|||||
Net income attributable to unvested restricted stock awards
|
(1,198
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,198
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
$
|
51,273
|
|
|
$
|
86,311
|
|
|
$
|
97,177
|
|
|
$
|
(183,488
|
)
|
|
$
|
51,273
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750,616
|
|
|
$
|
—
|
|
|
$
|
750,616
|
|
Tenant recoveries
|
—
|
|
|
—
|
|
|
226,380
|
|
|
—
|
|
|
226,380
|
|
|||||
Other income
|
14,106
|
|
|
—
|
|
|
11,760
|
|
|
(15,866
|
)
|
|
10,000
|
|
|||||
Total revenues
|
14,106
|
|
|
—
|
|
|
988,756
|
|
|
(15,866
|
)
|
|
986,996
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental operations
|
—
|
|
|
—
|
|
|
283,438
|
|
|
—
|
|
|
283,438
|
|
|||||
General and administrative
|
66,694
|
|
|
—
|
|
|
17,192
|
|
|
(15,866
|
)
|
|
68,020
|
|
|||||
Interest
|
100,470
|
|
|
—
|
|
|
16,786
|
|
|
—
|
|
|
117,256
|
|
|||||
Depreciation and amortization
|
4,830
|
|
|
—
|
|
|
347,841
|
|
|
—
|
|
|
352,671
|
|
|||||
Impairment of real estate
|
—
|
|
|
—
|
|
|
6,311
|
|
|
—
|
|
|
6,311
|
|
|||||
Loss on early extinguishment of debt
|
823
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
1,122
|
|
|||||
Total expenses
|
172,817
|
|
|
—
|
|
|
671,867
|
|
|
(15,866
|
)
|
|
828,818
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
42,952
|
|
|
—
|
|
|
42,952
|
|
|||||
Equity in earnings of affiliates
|
562,707
|
|
|
345,676
|
|
|
6,809
|
|
|
(915,192
|
)
|
|
—
|
|
|||||
Investment income
|
—
|
|
|
487
|
|
|
219,807
|
|
|
—
|
|
|
220,294
|
|
|||||
Net income
|
403,996
|
|
|
346,163
|
|
|
586,457
|
|
|
(915,192
|
)
|
|
421,424
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(17,428
|
)
|
|
—
|
|
|
(17,428
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
403,996
|
|
|
346,163
|
|
|
569,029
|
|
|
(915,192
|
)
|
|
403,996
|
|
|||||
Dividends on preferred stock
|
(3,905
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,905
|
)
|
|||||
Net income attributable to unvested restricted stock awards
|
(6,010
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,010
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
$
|
394,081
|
|
|
$
|
346,163
|
|
|
$
|
569,029
|
|
|
$
|
(915,192
|
)
|
|
$
|
394,081
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
635,156
|
|
|
$
|
—
|
|
|
$
|
635,156
|
|
Tenant recoveries
|
—
|
|
|
—
|
|
|
188,874
|
|
|
—
|
|
|
188,874
|
|
|||||
Other income
|
11,337
|
|
|
(2,577
|
)
|
|
10,199
|
|
|
(13,683
|
)
|
|
5,276
|
|
|||||
Total revenues
|
11,337
|
|
|
(2,577
|
)
|
|
834,229
|
|
|
(13,683
|
)
|
|
829,306
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental operations
|
—
|
|
|
—
|
|
|
237,536
|
|
|
—
|
|
|
237,536
|
|
|||||
General and administrative
|
55,272
|
|
|
—
|
|
|
14,510
|
|
|
(13,683
|
)
|
|
56,099
|
|
|||||
Interest
|
72,907
|
|
|
—
|
|
|
19,656
|
|
|
—
|
|
|
92,563
|
|
|||||
Depreciation and amortization
|
5,217
|
|
|
—
|
|
|
303,852
|
|
|
—
|
|
|
309,069
|
|
|||||
Impairment of real estate
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Loss of early extinguishment of debt
|
670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|||||
Total expenses
|
134,066
|
|
|
—
|
|
|
575,757
|
|
|
(13,683
|
)
|
|
696,140
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in earnings of unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
15,050
|
|
|
—
|
|
|
15,050
|
|
|||||
Equity in earnings of affiliates
|
252,434
|
|
|
242,345
|
|
|
4,694
|
|
|
(499,473
|
)
|
|
—
|
|
|||||
Gain on sales of real estate – rental properties
|
—
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
|||||
Gain on sales of real estate – land parcels
|
—
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
111
|
|
|||||
Net income
|
129,705
|
|
|
239,768
|
|
|
278,597
|
|
|
(499,473
|
)
|
|
148,597
|
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(18,892
|
)
|
|
—
|
|
|
(18,892
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
129,705
|
|
|
239,768
|
|
|
259,705
|
|
|
(499,473
|
)
|
|
129,705
|
|
|||||
Dividends on preferred stock
|
(6,364
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,364
|
)
|
|||||
Preferred stock redemption charge
|
(11,279
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,279
|
)
|
|||||
Net income attributable to unvested restricted stock awards
|
(3,498
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,498
|
)
|
|||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
|
$
|
108,564
|
|
|
$
|
239,768
|
|
|
$
|
259,705
|
|
|
$
|
(499,473
|
)
|
|
$
|
108,564
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
213,636
|
|
|
$
|
148,110
|
|
|
$
|
278,511
|
|
|
$
|
(420,898
|
)
|
|
$
|
219,359
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized losses on interest rate hedge agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized interest rate hedge gains arising during the period
|
165
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|||||
Reclassification adjustment for amortization of interest income included in net income
|
(1,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,432
|
)
|
|||||
Unrealized losses on interest rate hedge agreements, net
|
(1,267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,267
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized losses on foreign currency translation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized foreign currency translation losses arising during the period
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|||||
Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrealized losses on foreign currency translation, net
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total other comprehensive loss
|
(1,267
|
)
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(1,326
|
)
|
|||||
Comprehensive income
|
212,369
|
|
|
148,110
|
|
|
278,452
|
|
|
(420,898
|
)
|
|
218,033
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,723
|
)
|
|
—
|
|
|
(5,723
|
)
|
|||||
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
$
|
212,369
|
|
|
$
|
148,110
|
|
|
$
|
272,729
|
|
|
$
|
(420,898
|
)
|
|
$
|
212,310
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
53,773
|
|
|
$
|
86,311
|
|
|
$
|
102,950
|
|
|
$
|
(183,488
|
)
|
|
$
|
59,546
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains on available-for-sale equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized holding gains arising during the period
|
—
|
|
|
65
|
|
|
16,953
|
|
|
—
|
|
|
17,018
|
|
|||||
Reclassification adjustment for losses included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrealized gains on available-for-sale equity securities, net
|
—
|
|
|
65
|
|
|
16,953
|
|
|
—
|
|
|
17,018
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) on interest rate hedge agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized interest rate hedge gains (losses) arising during the period
|
174
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
145
|
|
|||||
Reclassification adjustment for amortization of interest expense included in net income
|
195
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
198
|
|
|||||
Unrealized gains (losses) on interest rate hedge agreements, net
|
369
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
343
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains on foreign currency translation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized foreign currency translation gains arising during the period
|
—
|
|
|
—
|
|
|
3,836
|
|
|
—
|
|
|
3,836
|
|
|||||
Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrealized gains on foreign currency translation, net
|
—
|
|
|
—
|
|
|
3,836
|
|
|
—
|
|
|
3,836
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total other comprehensive income
|
369
|
|
|
65
|
|
|
20,763
|
|
|
—
|
|
|
21,197
|
|
|||||
Comprehensive income
|
54,142
|
|
|
86,376
|
|
|
123,713
|
|
|
(183,488
|
)
|
|
80,743
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(5,783
|
)
|
|
—
|
|
|
(5,783
|
)
|
|||||
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
$
|
54,142
|
|
|
$
|
86,376
|
|
|
$
|
117,930
|
|
|
$
|
(183,488
|
)
|
|
$
|
74,960
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
403,996
|
|
|
$
|
346,163
|
|
|
$
|
586,457
|
|
|
$
|
(915,192
|
)
|
|
$
|
421,424
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized losses on interest rate hedge agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized interest rate hedge gains arising during the period
|
2,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,808
|
|
|||||
Reclassification adjustment for amortization of interest income included in net income
|
(3,241
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,241
|
)
|
|||||
Unrealized losses on interest rate hedge agreements, net
|
(433
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(433
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized losses on foreign currency translation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized foreign currency translation losses arising during the period
|
—
|
|
|
—
|
|
|
(3,631
|
)
|
|
—
|
|
|
(3,631
|
)
|
|||||
Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unrealized losses on foreign currency translation, net
|
—
|
|
|
—
|
|
|
(3,631
|
)
|
|
—
|
|
|
(3,631
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total other comprehensive loss
|
(433
|
)
|
|
—
|
|
|
(3,631
|
)
|
|
—
|
|
|
(4,064
|
)
|
|||||
Comprehensive income
|
403,563
|
|
|
346,163
|
|
|
582,826
|
|
|
(915,192
|
)
|
|
417,360
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(17,428
|
)
|
|
—
|
|
|
(17,428
|
)
|
|||||
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
$
|
403,563
|
|
|
$
|
346,163
|
|
|
$
|
565,398
|
|
|
$
|
(915,192
|
)
|
|
$
|
399,932
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria
Real Estate
Equities, Inc.
(Issuer)
|
|
Alexandria
Real Estate
Equities, L.P.
(Guarantor
Subsidiary)
|
|
Combined
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net income
|
$
|
129,705
|
|
|
$
|
239,768
|
|
|
$
|
278,597
|
|
|
$
|
(499,473
|
)
|
|
$
|
148,597
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains on available-for-sale equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized holding gains arising during the period
|
—
|
|
|
20
|
|
|
23,394
|
|
|
—
|
|
|
23,414
|
|
|||||
Reclassification adjustment for losses included in net income
|
—
|
|
|
4
|
|
|
2,478
|
|
|
—
|
|
|
2,482
|
|
|||||
Unrealized gains on available-for-sale equity securities, net
|
—
|
|
|
24
|
|
|
25,872
|
|
|
—
|
|
|
25,896
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains (losses) on interest rate hedge agreements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized interest rate hedge gains (losses) arising during the period
|
1,062
|
|
|
—
|
|
|
(250
|
)
|
|
—
|
|
|
812
|
|
|||||
Reclassification adjustment for amortization of interest expense included in net income
|
1,804
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
1,810
|
|
|||||
Unrealized gains (losses) on interest rate hedge agreements, net
|
2,866
|
|
|
—
|
|
|
(244
|
)
|
|
—
|
|
|
2,622
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized gains on foreign currency translation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Unrealized foreign currency translation gains arising during the period
|
—
|
|
|
—
|
|
|
7,592
|
|
|
—
|
|
|
7,592
|
|
|||||
Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation
|
—
|
|
|
—
|
|
|
2,421
|
|
|
—
|
|
|
2,421
|
|
|||||
Unrealized gains on foreign currency translation, net
|
—
|
|
|
—
|
|
|
10,013
|
|
|
—
|
|
|
10,013
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total other comprehensive income
|
2,866
|
|
|
24
|
|
|
35,641
|
|
|
—
|
|
|
38,531
|
|
|||||
Comprehensive income
|
132,571
|
|
|
239,792
|
|
|
314,238
|
|
|
(499,473
|
)
|
|
187,128
|
|
|||||
Less: comprehensive income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(18,914
|
)
|
|
—
|
|
|
(18,914
|
)
|
|||||
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders
|
$
|
132,571
|
|
|
$
|
239,792
|
|
|
$
|
295,324
|
|
|
$
|
(499,473
|
)
|
|
$
|
168,214
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria Real
Estate Equities,
Inc. (Issuer)
|
|
Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
403,996
|
|
|
$
|
346,163
|
|
|
$
|
586,457
|
|
|
$
|
(915,192
|
)
|
|
$
|
421,424
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
4,830
|
|
|
—
|
|
|
347,841
|
|
|
—
|
|
|
352,671
|
|
|||||
Loss on early extinguishment of debt
|
823
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
1,122
|
|
|||||
Impairment of real estate
|
—
|
|
|
—
|
|
|
6,311
|
|
|
—
|
|
|
6,311
|
|
|||||
Equity in earnings of unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
(42,952
|
)
|
|
—
|
|
|
(42,952
|
)
|
|||||
Distributions of earnings from unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
430
|
|
|
—
|
|
|
430
|
|
|||||
Amortization of loan fees
|
6,685
|
|
|
—
|
|
|
1,185
|
|
|
—
|
|
|
7,870
|
|
|||||
Amortization of debt discounts (premiums)
|
587
|
|
|
—
|
|
|
(2,382
|
)
|
|
—
|
|
|
(1,795
|
)
|
|||||
Amortization of acquired below-market leases
|
—
|
|
|
—
|
|
|
(16,588
|
)
|
|
—
|
|
|
(16,588
|
)
|
|||||
Deferred rent
|
—
|
|
|
—
|
|
|
(75,960
|
)
|
|
—
|
|
|
(75,960
|
)
|
|||||
Stock compensation expense
|
25,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,209
|
|
|||||
Equity in earnings of affiliates
|
(562,707
|
)
|
|
(345,676
|
)
|
|
(6,809
|
)
|
|
915,192
|
|
|
—
|
|
|||||
Investment loss (income)
|
—
|
|
|
(487
|
)
|
|
(219,807
|
)
|
|
—
|
|
|
(220,294
|
)
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tenant receivables
|
—
|
|
|
—
|
|
|
(807
|
)
|
|
—
|
|
|
(807
|
)
|
|||||
Deferred leasing costs
|
—
|
|
|
—
|
|
|
(42,821
|
)
|
|
—
|
|
|
(42,821
|
)
|
|||||
Other assets
|
(14,955
|
)
|
|
—
|
|
|
(6,674
|
)
|
|
—
|
|
|
(21,629
|
)
|
|||||
Accounts payable, accrued expenses, and tenant security deposits
|
(4,371
|
)
|
|
—
|
|
|
26,268
|
|
|
—
|
|
|
21,897
|
|
|||||
Net cash (used in) provided by operating activities
|
(139,903
|
)
|
|
—
|
|
|
553,991
|
|
|
—
|
|
|
414,088
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sales of real estate
|
—
|
|
|
—
|
|
|
5,748
|
|
|
—
|
|
|
5,748
|
|
|||||
Additions to real estate
|
—
|
|
|
—
|
|
|
(663,688
|
)
|
|
—
|
|
|
(663,688
|
)
|
|||||
Purchases of real estate
|
—
|
|
|
—
|
|
|
(947,013
|
)
|
|
—
|
|
|
(947,013
|
)
|
|||||
Deposits for investing activities
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
2,500
|
|
|||||
Investments in subsidiaries
|
(1,453,711
|
)
|
|
(1,234,186
|
)
|
|
(25,477
|
)
|
|
2,713,374
|
|
|
—
|
|
|||||
Acquisitions of interests in unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
(35,922
|
)
|
|
—
|
|
|
(35,922
|
)
|
|||||
Investments in unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
(77,501
|
)
|
|
—
|
|
|
(77,501
|
)
|
|||||
Return of capital from unconsolidated real estate joint ventures
|
—
|
|
|
—
|
|
|
68,592
|
|
|
—
|
|
|
68,592
|
|
|||||
Additions to investments
|
—
|
|
|
—
|
|
|
(174,195
|
)
|
|
—
|
|
|
(174,195
|
)
|
|||||
Sales of investments
|
—
|
|
|
420
|
|
|
56,910
|
|
|
—
|
|
|
57,330
|
|
|||||
Net cash used in investing activities
|
$
|
(1,453,711
|
)
|
|
$
|
(1,233,766
|
)
|
|
$
|
(1,790,046
|
)
|
|
$
|
2,713,374
|
|
|
$
|
(1,764,149
|
)
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria Real
Estate Equities, Inc. (Issuer) |
|
Alexandria Real
Estate Equities, L.P. (Guarantor Subsidiary) |
|
Combined
Non-Guarantor Subsidiaries |
|
Eliminations
|
|
Consolidated
|
||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings from secured notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,784
|
|
|
$
|
—
|
|
|
$
|
17,784
|
|
Repayments of borrowings from secured notes payable
|
—
|
|
|
—
|
|
|
(155,155
|
)
|
|
—
|
|
|
(155,155
|
)
|
|||||
Proceeds from issuance of unsecured senior notes payable
|
899,321
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
899,321
|
|
|||||
Borrowings from unsecured senior line of credit
|
3,894,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,894,000
|
|
|||||
Repayments of borrowings from unsecured senior line of credit
|
(3,531,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,531,000
|
)
|
|||||
Repayments of borrowings from unsecured senior bank term loans
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|||||
Transfers to/from parent company
|
102,582
|
|
|
1,233,757
|
|
|
1,377,035
|
|
|
(2,713,374
|
)
|
|
—
|
|
|||||
Payment of loan fees
|
(19,066
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,066
|
)
|
|||||
Proceeds from the issuance of common stock
|
696,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
696,532
|
|
|||||
Dividends on common stock
|
(280,632
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(280,632
|
)
|
|||||
Dividends on preferred stock
|
(3,905
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,905
|
)
|
|||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
15,837
|
|
|
—
|
|
|
15,837
|
|
|||||
Distributions to and purchases of noncontrolling interests
|
—
|
|
|
—
|
|
|
(25,910
|
)
|
|
—
|
|
|
(25,910
|
)
|
|||||
Net cash provided by financing activities
|
1,557,832
|
|
|
1,233,757
|
|
|
1,229,591
|
|
|
(2,713,374
|
)
|
|
1,307,806
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(1,051
|
)
|
|
—
|
|
|
(1,051
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net decrease in cash, cash equivalents, and restricted cash
|
(35,782
|
)
|
|
(9
|
)
|
|
(7,515
|
)
|
|
—
|
|
|
(43,306
|
)
|
|||||
Cash, cash equivalents, and restricted cash as of the beginning of period
|
130,516
|
|
|
9
|
|
|
146,661
|
|
|
—
|
|
|
277,186
|
|
|||||
Cash, cash equivalents, and restricted cash as of the end of period
|
$
|
94,734
|
|
|
$
|
—
|
|
|
$
|
139,146
|
|
|
$
|
—
|
|
|
$
|
233,880
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the period for interest, net of interest capitalized
|
$
|
81,888
|
|
|
$
|
—
|
|
|
$
|
17,750
|
|
|
$
|
—
|
|
|
$
|
99,638
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Cash Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in accrued construction
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69,654
|
|
|
$
|
—
|
|
|
$
|
69,654
|
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria Real
Estate Equities,
Inc. (Issuer)
|
|
Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
129,705
|
|
|
$
|
239,768
|
|
|
$
|
278,597
|
|
|
$
|
(499,473
|
)
|
|
$
|
148,597
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
5,217
|
|
|
—
|
|
|
303,852
|
|
|
—
|
|
|
309,069
|
|
|||||
Loss on early extinguishment of debt
|
670
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
670
|
|
|||||
Gain on sales of real estate – rental properties
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
—
|
|
|
(270
|
)
|
|||||
Impairment of real estate
|
—
|
|
|
—
|
|
|
203
|
|
|
—
|
|
|
203
|
|
|||||
Gain on sales of real estate – land parcels
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
|||||
Equity in earnings of unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
(15,050
|
)
|
|
—
|
|
|
(15,050
|
)
|
|||||
Distributions of earnings from unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
|||||
Amortization of loan fees
|
5,665
|
|
|
—
|
|
|
2,913
|
|
|
—
|
|
|
8,578
|
|
|||||
Amortization of debt discounts (premiums)
|
441
|
|
|
—
|
|
|
(2,314
|
)
|
|
—
|
|
|
(1,873
|
)
|
|||||
Amortization of acquired below-market leases
|
—
|
|
|
—
|
|
|
(14,908
|
)
|
|
—
|
|
|
(14,908
|
)
|
|||||
Deferred rent
|
—
|
|
|
—
|
|
|
(74,362
|
)
|
|
—
|
|
|
(74,362
|
)
|
|||||
Stock compensation expense
|
18,649
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,649
|
|
|||||
Equity in earnings of affiliates
|
(252,434
|
)
|
|
(242,345
|
)
|
|
(4,694
|
)
|
|
499,473
|
|
|
—
|
|
|||||
Investment loss (income)
|
—
|
|
|
2,582
|
|
|
(4,589
|
)
|
|
—
|
|
|
(2,007
|
)
|
|||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tenant receivables
|
—
|
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
(224
|
)
|
|||||
Deferred leasing costs
|
—
|
|
|
—
|
|
|
(39,925
|
)
|
|
—
|
|
|
(39,925
|
)
|
|||||
Other assets
|
(10,576
|
)
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(10,662
|
)
|
|||||
Accounts payable, accrued expenses, and tenant security deposits
|
(9,813
|
)
|
|
(9
|
)
|
|
40,441
|
|
|
—
|
|
|
30,619
|
|
|||||
Net cash (used in) provided by operating activities
|
(112,476
|
)
|
|
(4
|
)
|
|
469,722
|
|
|
—
|
|
|
357,242
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from sales of real estate
|
—
|
|
|
—
|
|
|
4,263
|
|
|
—
|
|
|
4,263
|
|
|||||
Additions to real estate
|
—
|
|
|
—
|
|
|
(660,877
|
)
|
|
—
|
|
|
(660,877
|
)
|
|||||
Purchases of real estate
|
—
|
|
|
—
|
|
|
(590,884
|
)
|
|
—
|
|
|
(590,884
|
)
|
|||||
Deposits for investing activities
|
—
|
|
|
—
|
|
|
4,700
|
|
|
—
|
|
|
4,700
|
|
|||||
Investments in subsidiaries
|
(753,137
|
)
|
|
(588,808
|
)
|
|
(12,160
|
)
|
|
1,354,105
|
|
|
—
|
|
|||||
Investments in unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
|||||
Return of capital from unconsolidated real estate JVs
|
—
|
|
|
—
|
|
|
38,576
|
|
|
—
|
|
|
38,576
|
|
|||||
Additions to investments
|
—
|
|
|
—
|
|
|
(128,190
|
)
|
|
—
|
|
|
(128,190
|
)
|
|||||
Sales of investments
|
—
|
|
|
204
|
|
|
18,692
|
|
|
—
|
|
|
18,896
|
|
|||||
Net cash used in investing activities
|
$
|
(753,137
|
)
|
|
$
|
(588,604
|
)
|
|
$
|
(1,326,128
|
)
|
|
$
|
1,354,105
|
|
|
$
|
(1,313,764
|
)
|
17.
|
Condensed consolidating financial information (continued)
|
|
Alexandria Real
Estate Equities,
Inc. (Issuer)
|
|
Alexandria Real
Estate Equities,
L.P. (Guarantor
Subsidiary)
|
|
Combined
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings from secured notes payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
145,272
|
|
|
$
|
—
|
|
|
$
|
145,272
|
|
Repayments of borrowings from secured notes payable
|
—
|
|
|
—
|
|
|
(2,882
|
)
|
|
—
|
|
|
(2,882
|
)
|
|||||
Proceeds from issuance of unsecured senior notes payable
|
424,384
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424,384
|
|
|||||
Borrowings from unsecured senior line of credit
|
2,634,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,634,000
|
|
|||||
Repayments of borrowings from unsecured senior line of credit
|
(2,348,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,348,000
|
)
|
|||||
Repayments of borrowings from unsecured bank term loans
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|||||
Transfers to/from parent company
|
47,558
|
|
|
588,608
|
|
|
717,939
|
|
|
(1,354,105
|
)
|
|
—
|
|
|||||
Payment of loan fees
|
(3,956
|
)
|
|
—
|
|
|
(387
|
)
|
|
—
|
|
|
(4,343
|
)
|
|||||
Repurchase of 7.00% Series D cumulative convertible preferred stock
|
(17,934
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,934
|
)
|
|||||
Redemption of 6.45% Series E cumulative redeemable preferred stock
|
(130,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130,350
|
)
|
|||||
Proceeds from the issuance of common stock
|
705,391
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705,391
|
|
|||||
Dividends on common stock
|
(229,814
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,814
|
)
|
|||||
Dividends on preferred stock
|
(8,317
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,317
|
)
|
|||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
9,877
|
|
|
—
|
|
|
9,877
|
|
|||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
(17,432
|
)
|
|
—
|
|
|
(17,432
|
)
|
|||||
Net cash provided by financing activities
|
872,962
|
|
|
588,608
|
|
|
852,387
|
|
|
(1,354,105
|
)
|
|
959,852
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
1,579
|
|
|
—
|
|
|
1,579
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
7,349
|
|
|
—
|
|
|
(2,440
|
)
|
|
—
|
|
|
4,909
|
|
|||||
Cash, cash equivalents, and restricted cash as of the beginning of period
|
30,705
|
|
|
—
|
|
|
110,661
|
|
|
—
|
|
|
141,366
|
|
|||||
Cash, cash equivalents, and restricted cash as of the end of period
|
$
|
38,054
|
|
|
$
|
—
|
|
|
$
|
108,221
|
|
|
$
|
—
|
|
|
$
|
146,275
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the period for interest, net of interest capitalized
|
$
|
67,091
|
|
|
$
|
—
|
|
|
$
|
19,141
|
|
|
$
|
—
|
|
|
$
|
86,232
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-Cash Investing Activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Change in accrued construction
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(38,767
|
)
|
|
$
|
—
|
|
|
$
|
(38,767
|
)
|
Contribution of real estate to an unconsolidated real estate JV
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,998
|
|
|
$
|
—
|
|
|
$
|
6,998
|
|
•
|
Operating factors such as a failure to operate our business successfully in comparison to market expectations or in comparison to our competitors, our inability to obtain capital when desired or refinance debt maturities when desired, and/or a failure to maintain our status as a REIT for federal tax purposes.
|
•
|
Market and industry factors such as adverse developments concerning the life science and technology industries and/or our tenants.
|
•
|
Government factors such as any unfavorable effects resulting from federal, state, local, and/or foreign government policies, laws, and/or funding levels.
|
•
|
Global factors such as negative economic, political, financial, credit market, and/or banking conditions.
|
•
|
Other factors such as climate change, cyber intrusions, and/or changes in laws, regulations, and financial accounting standards.
|
•
|
Investment-grade or publicly traded large cap tenants represented
52%
of our total annual rental revenue;
|
•
|
Approximately
97%
of our leases (on an RSF basis) were triple net leases, which require tenants to pay substantially all real estate taxes, insurance, utilities, repairs and maintenance, common area expenses, and other operating expenses (including increases thereto) in addition to base rent;
|
•
|
Approximately
94%
of our leases (on an RSF basis) contained effective annual rent escalations that were either fixed (generally ranging from approximately
3%
to
3.5%
)
or indexed based on a consumer price index or other index; and
|
•
|
Approximately
95%
of our leases (on an RSF basis)
provided for the recapture of capital expenditures (such as HVAC systems maintenance and/or replacement, roof replacement, and parking lot resurfacing) that we believe would typically be borne by the landlord in traditional office leases.
|
•
|
Total revenues:
|
•
|
$341.8 million
, up
19.8%
, for the
three months ended September 30, 2018
, compared to
$285.4 million
for the
three months ended September 30, 2017
|
•
|
$987.0 million
, up
19.0%
, for the
nine months ended September 30, 2018
, compared to
$829.3 million
for the
nine months ended September 30, 2017
|
•
|
Net operating income (cash basis) of
$867.1 million
for the
three months ended September 30, 2018
, annualized, up
$48.4 million
, or
5.9%
, compared to the three months ended June 30, 2018, annualized, and up
$173.9 million
, or
25.1%
, compared to the three months ended December 31, 2017, annualized.
|
•
|
Same property net operating income growth:
|
•
|
3.4%
and
8.9%
(cash basis) for the
three months ended September 30, 2018
, compared to the
three months ended September 30, 2017
|
•
|
3.8%
and
9.9%
(cash basis) for the
nine months ended September 30, 2018
, compared to the
nine months ended September 30, 2017
|
•
|
Continued solid leasing activity and strong rental rate growth, in light of modest contractual lease expirations at the beginning of 2018, and a highly leased value-creation pipeline:
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||
Total leasing activity – RSF
|
|
696,468
|
|
|
3,163,628
|
|
Lease renewals and re-leasing of space:
|
|
|
|
|
||
Rental rate increases
|
|
35.4%
|
|
|
26.9%
|
|
Rental rate increases (cash basis)
|
|
16.9%
|
|
|
15.0%
|
|
RSF (included in total leasing activity above)
|
|
475,863
|
|
|
1,437,676
|
|
•
|
Highly leased value-creation pipeline with deliveries targeted for 2018 and 2019:
|
|
|
|
|
|
|
|
Unlevered Yields
|
|||
Target Delivery
|
|
Property Leased %
|
|
Initial Stabilized
|
|
Initial Stabilized (Cash)
|
||||
2018
|
|
489,363
|
RSF
|
|
|
78%
|
|
7.5%
|
|
7.0%
|
2019
|
|
2,119,260
|
RSF
|
(1)
|
|
89%
|
|
7.3%
|
|
6.7%
|
|
|
2,608,623
|
RSF
|
|
|
86%
|
|
7.3%
|
|
6.8%
|
(1) Commencement during the three months ended September 30, 2018 includes our redevelopment project aggregating 142,400 RSF at 681 Gateway Boulevard in our South San Francisco submarket.
|
•
|
We expect to present our value-creation pipeline with deliveries targeted for 2019, 2020, 2021, and 2022 at our annual Investor Day event on November 28, 2018.
|
•
|
Strong near-term contractual growth in annual cash rents of
$29 million
related to initial free rent granted on development and redevelopment projects recently placed into service (and no longer included in our value-creation pipeline) that are currently generating rental revenue.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income attributable to Alexandria’s common stockholders – diluted:
|
|||||||||||||||
In millions
|
$
|
210.2
|
|
|
$
|
51.3
|
|
|
$
|
394.1
|
|
|
$
|
108.6
|
|
Per share
|
$
|
1.99
|
|
|
$
|
0.55
|
|
|
$
|
3.85
|
|
|
$
|
1.20
|
|
Funds from operations attributable to Alexandria’s common stockholders – diluted, as adjusted:
|
|||||||||||||||
In millions
|
$
|
173.6
|
|
|
$
|
140.8
|
|
|
$
|
504.0
|
|
|
$
|
407.5
|
|
Per share
|
$
|
1.66
|
|
|
$
|
1.51
|
|
|
$
|
4.92
|
|
|
$
|
4.49
|
|
•
|
Percentage of annual rental revenue in effect from:
|
•
|
Investment-grade or publicly traded large cap tenants:
52%
|
•
|
Class A properties in AAA locations:
77%
|
•
|
Occupancy of operating properties in North America:
97.3%
|
•
|
Operating margin:
71%
|
•
|
Adjusted EBITDA margin:
69%
|
•
|
Weighted-average remaining lease term:
|
•
|
All tenants:
8.6
years
|
•
|
Top 20 tenants:
12.3
years
|
•
|
See “Strong Internal Growth” in the above section for information on our total revenues, same property net operating income growth, leasing activity, and rental rate growth.
|
•
|
$19.1 billion
of total market capitalization
|
•
|
$2.9 billion
of liquidity
|
|
|
Three Months Ended September 30, 2018
|
|
Goal for Fourth Quarter of 2018
|
||
|
|
Quarter Annualized
|
|
Trailing 12 Months
|
|
|
Net debt to Adjusted EBITDA
|
|
5.7x
|
|
6.1x
|
|
Less than 5.5x
|
Fixed-charge coverage ratio
|
|
4.1x
|
|
4.3x
|
|
Greater than 4.0x
|
Unhedged variable-rate debt as a percentage of total debt
|
|
6%
|
|
N/A
|
|
Less than 5%
|
Current and future value-creation pipeline as a percentage of gross investments in real estate in North America
|
|
12%
|
|
N/A
|
|
8% to 12%
|
•
|
During
three months ended September 30, 2018
, we amended our unsecured senior line of credit and unsecured senior bank term loan to extend the maturity date of each to January 28, 2024. We recognized a loss on early extinguishment of debt of
$634 thousand
related to the write-off of unamortized loan fees associated with these amendments. The key changes are summarized below:
|
|
|
Amended Agreement
|
|
Change
|
||||
|
|
Line of Credit
|
|
Term Loan
|
|
Line of Credit
|
|
Term Loan
|
Aggregate commitments
|
|
$2.2 billion
|
|
$350.0 million
|
|
Up $550 million
|
|
No change
|
Maturity date
|
|
January 2024
|
|
January 2024
|
|
Extended by 27 months
|
|
Extended by 36 months
|
Interest rate
|
|
L+0.825%
|
|
L+0.90%
|
|
Down 17.5 bps
(1)
|
|
Down 20 bps
(1)
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes interest rate reduction of
10 bps
and
15 bps
on our unsecured senior line of credit and unsecured senior bank term loan, respectively, associated with the upgrade of our corporate issuer credit rating from Moody’s Investors Service. See “Credit Rating Upgrade” on the previous page for additional information.
|
•
|
Debt repayments during the
three months ended September 30, 2018
consisted of the following (dollars in thousands):
|
Debt
|
|
Payment Date
|
|
Stated Rate
|
|
Amount
|
|
(Loss) Gain on Early Extinguishment
of Debt
|
||||||
2019 Unsecured Senior Bank Term Loan
|
|
September 2018
|
|
L+1.20%
|
|
$
|
200,000
|
|
|
|
$
|
(189
|
)
|
|
Secured construction loan
|
|
July 2018
|
|
L+1.50%
|
|
$
|
150,000
|
|
|
|
$
|
(299
|
)
|
|
Menlo Gateway, Phase I
(1)
|
|
August 2018
|
|
L+2.50%
|
|
$
|
133,137
|
|
|
|
$
|
761
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This loan for our unconsolidated real estate joint venture was refinanced with a new loan for
$145.0 million
that bears an interest rate of
4.15%
. Gain on early extinguishment of debt is included in equity in earnings of unconsolidated real estate joint ventures in our consolidated statements of income under Item 1 of this report.
|
•
|
In September 2018, we settled
857,700
shares from our January 2018 forward equity sales agreements and received proceeds of
$100.0 million
, net of underwriting discounts and adjustments provided in the agreements. We expect to receive additional proceeds of
$606.3 million
, to be further adjusted as provided in the sales agreements, upon settlement of the remaining outstanding forward equity sales agreements by April 2019. The proceeds of
$606.3 million
were calculated assuming the forward equity sales agreements will be settled entirely by the full physical delivery of shares of our common stock in exchange for cash proceeds. Although we expect to settle remaining forward equity sales agreements by the full physical delivery of shares of our common stock, we may elect cash settlement or net share settlement for all or a portion of our obligations under these agreements, either of which could result in no additional cash proceeds to us.
|
•
|
In August 2018, we entered into a new ATM common stock offering program, which allows us to sell up to an aggregate of
$750.0 million
of our common stock. During the
three months ended September 30, 2018
, activities under our existing and new ATM common stock offering programs were as follows:
|
(Dollars in thousands, except per share amounts)
|
Three Months Ended September 30, 2018
|
||||
Shares issued
|
|
1,559,083
|
|
|
|
Average price per share
|
|
$
|
127.66
|
|
|
Net proceeds
|
|
$
|
195,504
|
|
|
Remaining availability
|
|
$
|
658,691
|
|
|
•
|
During the
three months ended September 30, 2018
, we received the following awards and recognitions:
|
•
|
Second consecutive “Green Star” designation and first “A” disclosure score by GRESB, and were recognized as the #1 real estate company in the world in GRESB’s Health & Well-being Module
|
•
|
Two design awards related to our interior build-out at 505 Brannan Street in our Mission Bay/SoMa submarket:
|
•
|
Architizer A+ Award for Commercial Office Interiors greater than 25,000 SF
|
•
|
Award of Merit for Best Projects 2018 from ENR California
|
•
|
First place in the High-Rise category of the City of Seattle’s 2017 People’s Choice Urban Design Awards for our 400 Dexter Avenue North building
|
•
|
Sustainable Design Awards winner in the Sustainable Private Organization category from the San Diego Green Building Council
|
•
|
Silver Tier recognition in SANDAG’s Diamond Awards program for our commuting programs that encourage alternative transportation
|
•
|
In October 2018, we initiated the development of the North Tower at the Alexandria Center
®
for Life Science – New York City, with the signing of an amendment to our long-term ground lease with the New York City Health and Hospitals Corporation and New York City Economic Development Corporation. The amendment enables us to begin due diligence, design, and permitting for the North Tower, the campus’s third tower, which has been increased from the originally planned
420,000
RSF to approximately
550,000
RSF.
The Alexandria Center
®
for Life Science – New York City
currently comprises
728,000
RSF in the East and West Towers, and upon completion of the North Tower, the campus will consist of nearly
1.3 million
RSF.
|
Favorable Lease Structure
(1)
|
|
Same Property Net Operating Income Growth
|
|
|||||||
|
|
|
|
|
||||||
Stable cash flows
|
|
|
|
|
||||||
Percentage of triple
net leases
|
97%
|
|
|
|||||||
Increasing cash flows
|
|
|
|
|
||||||
Percentage of leases containing annual rent escalations
|
94%
|
|
|
|||||||
Lower capex burden
|
|
|
|
|
||||||
Percentage of leases providing for the recapture of capital expenditures
|
95%
|
|
|
|||||||
|
|
|
|
|||||||
Margins
(2)
|
|
Rental Rate Growth:
Renewed/Re-Leased Space |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
Operating
|
|
|
||||
69%
|
|
|
|
71%
|
|
|
||||
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
(1)
|
Percentages calculated based on RSF
as of September 30, 2018
.
|
(2)
|
Represents percentages for the
three months ended September 30, 2018
.
|
Cash Flows from High-Quality, Diverse, and Innovative Tenants
|
|||
|
|
|
|
Annual Rental Revenue
(1)
from Investment-Grade
or Publicly Traded Large Cap Tenants
A REIT Industry-Leading Tenant Roster
|
|||
52%
|
|||
|
|||
Tenant Mix
|
|||
|
|||
Percentage of ARE’s Annual Rental Revenue
(1)
|
(1)
|
Represents annual rental revenue in effect as of
September 30, 2018
.
|
(2)
|
Our annual rental revenue from technology tenants consists of:
|
•
|
39%
from investment-grade credit rated or publicly traded large cap tenants
|
•
|
52%
from Uber Technologies, Inc., Stripe, Inc., and Pinterest, Inc.
|
•
|
9%
from all other technology tenants
|
(1)
|
Represents annual rental revenue in effect as of
September 30, 2018
.
|
(2)
|
Average occupancy of operating properties in North America as of each December 31 for the last 10 years and as of
September 30, 2018
.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year Ended
|
||||||||||||||||||
|
|
September 30, 2018
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||
|
|
Including
Straight-Line Rent
|
|
Cash Basis
|
|
Including
Straight-Line Rent |
|
Cash Basis
|
|
Including
Straight-Line Rent
|
|
Cash Basis
|
||||||||||||
(Dollars per RSF)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Leasing activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Renewed/re-leased space
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental rate changes
|
|
35.4%
|
|
|
16.9%
|
|
(2)
|
26.9%
|
|
|
15.0%
|
|
(2)
|
25.1%
|
|
|
12.7%
|
|
||||||
New rates
|
|
$
|
69.64
|
|
|
$
|
64.71
|
|
|
$
|
55.97
|
|
|
$
|
53.29
|
|
|
$
|
51.05
|
|
|
$
|
47.99
|
|
Expiring rates
|
|
$
|
51.44
|
|
|
$
|
55.36
|
|
|
$
|
44.12
|
|
|
$
|
46.32
|
|
|
$
|
40.80
|
|
|
$
|
42.60
|
|
Rentable square footage
|
|
475,863
|
|
|
|
|
1,437,676
|
|
|
|
|
2,525,099
|
|
|
|
|||||||||
Tenant improvements/leasing commissions
|
|
$
|
33.53
|
|
(3)
|
|
|
$
|
21.75
|
|
|
|
|
$
|
18.74
|
|
|
|
||||||
Weighted-average lease term
|
|
6.9 years
|
|
|
|
|
5.8 years
|
|
|
|
|
6.2 years
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Developed/redeveloped/previously vacant space leased
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New rates
|
|
$
|
55.42
|
|
|
$
|
53.12
|
|
|
$
|
66.49
|
|
|
$
|
56.23
|
|
|
$
|
47.56
|
|
|
$
|
42.93
|
|
Rentable square footage
|
|
220,605
|
|
|
|
|
1,725,952
|
|
|
|
|
2,044,083
|
|
|
|
|||||||||
Tenant improvements/leasing commissions
|
|
$
|
15.67
|
|
|
|
|
$
|
13.76
|
|
|
|
|
$
|
9.83
|
|
|
|
||||||
Weighted-average lease term
|
|
7.0 years
|
|
|
|
|
12.8 years
|
|
|
|
|
10.1 years
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Leasing activity summary (totals):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New rates
|
|
$
|
65.14
|
|
|
$
|
61.04
|
|
|
$
|
61.71
|
|
|
$
|
54.90
|
|
|
$
|
49.49
|
|
|
$
|
45.72
|
|
Rentable square footage
|
|
696,468
|
|
|
|
|
3,163,628
|
|
(4)
|
|
|
4,569,182
|
|
|
|
|||||||||
Tenant improvements/leasing commissions
|
|
$
|
27.88
|
|
|
|
|
$
|
17.39
|
|
|
|
|
$
|
14.75
|
|
|
|
||||||
Weighted-average lease term
|
|
7.0 years
|
|
|
|
|
9.6 years
|
|
|
|
|
7.9 years
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease expirations:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expiring rates
|
|
$
|
46.82
|
|
|
$
|
50.90
|
|
|
$
|
43.01
|
|
|
$
|
45.65
|
|
|
$
|
39.99
|
|
|
$
|
41.71
|
|
Rentable square footage
|
|
745,839
|
|
|
|
|
2,072,452
|
|
|
|
|
2,919,259
|
|
|
|
(1)
|
Excludes month-to-month leases aggregating
40,020
RSF and
37,006
RSF as of
September 30, 2018
, and
December 31, 2017
, respectively.
|
(2)
|
Includes rental rate increases related to the early re-leasing and re-tenanting of space subject to significantly below-market leases at our Alexandria Center
®
at One Kendall Square campus in our Cambridge submarket. Since our acquisition of the campus during the three months ended December 31, 2016, we have re-leased and renewed approximately
291,000
RSF of below-market space, or four times the volume we initially forecasted to be executed through the three months ended
September 30, 2018
, at rental rate (cash basis) increases of approximately
27%
.
|
(3)
|
Includes
$8.4 million
of tenant improvements related to the
12
-year lease renewal of
129,424
RSF with Alnylam Pharmaceuticals, Inc. at 300 Third Street in our Cambridge submarket. The increase in rental rates, net of tenant improvements and leasing commissions per RSF, on this renewal was
77%
. Excluding this lease, new tenant improvements and leasing commissions for renewed/re-leased space was
$16.25
per RSF during the three months ended September 30, 2018.
|
(4)
|
During the
nine months ended September 30, 2018
, we granted tenant concessions/free rent averaging
1.9
months with respect to the
3,163,628
RSF leased. Approximately
61%
of the leases executed during the
nine months ended September 30, 2018
, did not include concessions for free rent.
|
Year
|
|
Number of Leases
|
|
RSF
|
|
Percentage of
Occupied RSF |
|
Annual Rental Revenue
(per RSF) (1) |
|
Percentage of Total
Annual Rental Revenue |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
2018
|
(2)
|
|
|
22
|
|
|
|
|
267,899
|
|
|
|
|
1.3
|
%
|
|
|
|
$
|
44.66
|
|
|
|
|
1.2
|
%
|
|
|
2019
|
|
|
|
94
|
|
|
|
|
1,299,961
|
|
|
|
|
6.2
|
%
|
|
|
|
$
|
40.99
|
|
|
|
|
5.4
|
%
|
|
|
2020
|
|
|
|
116
|
|
|
|
|
1,853,802
|
|
|
|
|
8.8
|
%
|
|
|
|
$
|
37.69
|
|
|
|
|
7.0
|
%
|
|
|
2021
|
|
|
|
98
|
|
|
|
|
1,562,885
|
|
|
|
|
7.5
|
%
|
|
|
|
$
|
39.65
|
|
|
|
|
6.2
|
%
|
|
|
2022
|
|
|
|
91
|
|
|
|
|
1,596,193
|
|
|
|
|
7.6
|
%
|
|
|
|
$
|
44.34
|
|
|
|
|
7.1
|
%
|
|
|
2023
|
|
|
|
79
|
|
|
|
|
2,178,296
|
|
|
|
|
10.4
|
%
|
|
|
|
$
|
43.45
|
|
|
|
|
9.5
|
%
|
|
|
2024
|
|
|
|
45
|
|
|
|
|
1,673,364
|
|
|
|
|
8.0
|
%
|
|
|
|
$
|
48.08
|
|
|
|
|
8.1
|
%
|
|
|
2025
|
|
|
|
32
|
|
|
|
|
1,469,393
|
|
|
|
|
7.0
|
%
|
|
|
|
$
|
46.49
|
|
|
|
|
6.9
|
%
|
|
|
2026
|
|
|
|
23
|
|
|
|
|
860,002
|
|
|
|
|
4.1
|
%
|
|
|
|
$
|
43.05
|
|
|
|
|
3.7
|
%
|
|
|
2027
|
|
|
|
24
|
|
|
|
|
1,928,376
|
|
|
|
|
9.2
|
%
|
|
|
|
$
|
43.84
|
|
|
|
|
8.5
|
%
|
|
Thereafter
|
|
|
57
|
|
|
|
|
6,277,695
|
|
|
|
|
29.9
|
%
|
|
|
|
$
|
57.83
|
|
|
|
|
36.4
|
%
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents amounts in effect as of
September 30, 2018
.
|
(2)
|
Excludes month-to-month leases for
40,020
RSF as of
September 30, 2018
.
|
|
|
2018 Contractual Lease Expirations (in RSF)
|
|
Annual Rental Revenue
(per RSF) (2) |
|||||||||||||||
Market
|
|
Leased
|
|
Negotiating/
Anticipating |
|
Targeted for
Redevelopment |
|
Remaining
Expiring Leases |
|
Total
(1)
|
|
||||||||
|
|
|
|
|
|
||||||||||||||
Greater Boston
|
|
61,244
|
|
|
3,404
|
|
|
—
|
|
|
—
|
|
|
64,648
|
|
|
$
|
66.10
|
|
San Francisco
|
|
3,994
|
|
|
9,122
|
|
|
—
|
|
|
—
|
|
|
13,116
|
|
|
51.10
|
|
|
New York City
|
|
3,573
|
|
|
—
|
|
|
—
|
|
|
11,168
|
|
|
14,741
|
|
|
N/A
|
|
|
San Diego
|
|
—
|
|
|
14,685
|
|
|
—
|
|
|
57,177
|
|
|
71,862
|
|
|
28.29
|
|
|
Seattle
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,770
|
|
|
7,770
|
|
|
N/A
|
|
|
Maryland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,326
|
|
|
11,326
|
|
|
19.51
|
|
|
Research Triangle Park
|
|
—
|
|
|
9,307
|
|
|
—
|
|
|
16,027
|
|
|
25,334
|
|
|
19.36
|
|
|
Canada
|
|
31,006
|
|
|
8,889
|
|
|
—
|
|
|
15,070
|
|
|
54,965
|
|
|
19.61
|
|
|
Non-cluster markets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,137
|
|
|
4,137
|
|
|
14.86
|
|
|
Total
|
|
99,817
|
|
|
45,407
|
|
|
—
|
|
|
122,675
|
|
|
267,899
|
|
|
$
|
44.66
|
|
Percentage of expiring leases
|
|
37
|
%
|
|
17
|
%
|
|
—
|
%
|
|
46
|
%
|
|
100
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
2019 Contractual Lease Expirations (in RSF)
|
|
Annual Rental Revenue
(per RSF) (2) |
|||||||||||||||
Market
|
|
Leased
|
|
Negotiating/
Anticipating |
|
Targeted for
Redevelopment |
|
Remaining
Expiring Leases (3) |
|
Total
|
|
||||||||
|
|
|
|
|
|
||||||||||||||
Greater Boston
|
|
99,744
|
|
|
9,071
|
|
|
—
|
|
|
222,773
|
|
|
331,588
|
|
|
$
|
51.11
|
|
San Francisco
|
|
19,415
|
|
|
12,778
|
|
|
—
|
|
|
175,936
|
|
|
208,129
|
|
|
42.08
|
|
|
New York City
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,467
|
|
|
4,467
|
|
|
N/A
|
|
|
San Diego
|
|
90,193
|
|
|
—
|
|
|
—
|
|
|
190,039
|
|
|
280,232
|
|
|
32.40
|
|
|
Seattle
|
|
106,003
|
|
|
75,545
|
|
|
—
|
|
|
60,689
|
|
|
242,237
|
|
|
43.96
|
|
|
Maryland
|
|
—
|
|
|
47,180
|
|
|
—
|
|
|
72,606
|
|
|
119,786
|
|
|
29.30
|
|
|
Research Triangle Park
|
|
—
|
|
|
2,923
|
|
|
—
|
|
|
46,913
|
|
|
49,836
|
|
|
22.13
|
|
|
Canada
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Non-cluster markets
|
|
3,508
|
|
|
6,178
|
|
|
—
|
|
|
54,000
|
|
|
63,686
|
|
|
33.31
|
|
|
Total
|
|
318,863
|
|
|
153,675
|
|
|
—
|
|
|
827,423
|
|
|
1,299,961
|
|
|
$
|
40.99
|
|
Percentage of expiring leases
|
|
25
|
%
|
|
12
|
%
|
|
—
|
%
|
|
63
|
%
|
|
100
|
%
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Excludes month-to-month leases for
40,020
RSF as of
September 30, 2018
.
|
(2)
|
Represents amounts in effect as of
September 30, 2018
.
|
(3)
|
Includes
116,556
RSF expiring in June 2019 at 3545 Cray Court in our Torrey Pines submarket, which is under evaluation for options to renovate as a Class A office/laboratory building. The next largest contractual lease expiration in 2019 is
50,400
RSF, which is under evaluation for renewal.
|
(1)
|
Based on percentage of aggregate annual rental revenue in effect as of
September 30, 2018
. Refer to the “Non-GAAP Measures” section within this Item 2 for our methodologies on annual rental revenue for unconsolidated properties.
|
(2)
|
Average daily market capitalization for the 12-months ended
September 30, 2018
. Refer to the “Non-GAAP Measures” section within this Item 2 for additional information.
|
(3)
|
Represents a ground lease with Uber Technologies, Inc. at 1455 and 1515 Third Street in our Mission Bay/SoMa submarket. Excluding the ground lease, the weighted-average remaining lease term for our top 20 tenants was
9.0
years
as of September 30, 2018
.
|
|
|
RSF
|
|
Number of Properties
|
|
Annual Rental Revenue
|
|||||||||||||||||||||||
Market
|
|
Operating
|
|
Development
|
|
Redevelopment
|
|
Total
|
|
% of Total
|
|
|
Total
|
|
% of Total
|
|
Per RSF
|
||||||||||||
Greater Boston
|
|
6,227,321
|
|
|
164,000
|
|
|
31,858
|
|
|
6,423,179
|
|
|
27
|
%
|
|
54
|
|
|
$
|
381,000
|
|
|
38
|
%
|
|
$
|
62.18
|
|
San Francisco
|
|
4,517,876
|
|
|
1,627,088
|
|
|
190,947
|
|
|
6,335,911
|
|
|
26
|
|
|
44
|
|
|
221,029
|
|
|
22
|
|
|
50.81
|
|
||
New York City
|
|
1,077,621
|
|
|
—
|
|
|
—
|
|
|
1,077,621
|
|
|
4
|
|
|
3
|
|
|
75,875
|
|
|
8
|
|
|
72.42
|
|
||
San Diego
|
|
4,344,153
|
|
|
—
|
|
|
163,648
|
|
|
4,507,801
|
|
|
19
|
|
|
56
|
|
|
159,091
|
|
|
15
|
|
|
38.89
|
|
||
Seattle
|
|
1,235,055
|
|
|
198,000
|
|
|
—
|
|
|
1,433,055
|
|
|
6
|
|
|
13
|
|
|
58,752
|
|
|
6
|
|
|
48.72
|
|
||
Maryland
|
|
2,462,116
|
|
|
—
|
|
|
103,225
|
|
|
2,565,341
|
|
|
11
|
|
|
37
|
|
|
66,375
|
|
|
6
|
|
|
27.85
|
|
||
Research Triangle Park
|
|
1,088,869
|
|
|
—
|
|
|
129,857
|
|
|
1,218,726
|
|
|
5
|
|
|
16
|
|
|
27,672
|
|
|
3
|
|
|
26.32
|
|
||
Canada
|
|
256,967
|
|
|
—
|
|
|
—
|
|
|
256,967
|
|
|
1
|
|
|
3
|
|
|
6,717
|
|
|
1
|
|
|
26.52
|
|
||
Non-cluster markets
|
|
323,030
|
|
|
—
|
|
|
—
|
|
|
323,030
|
|
|
1
|
|
|
8
|
|
|
8,188
|
|
|
1
|
|
|
30.83
|
|
||
Properties held for sale
|
|
54,874
|
|
|
—
|
|
|
—
|
|
|
54,874
|
|
|
—
|
|
|
1
|
|
|
997
|
|
|
—
|
|
|
—
|
|
||
North America
|
|
21,587,882
|
|
|
1,989,088
|
|
|
619,535
|
|
|
24,196,505
|
|
|
100
|
%
|
|
235
|
|
|
$
|
1,005,696
|
|
|
100
|
%
|
|
$
|
48.36
|
|
|
|
|
|
2,608,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Properties
|
|
Operating and Redevelopment Properties
|
||||||||||||||
Market
|
|
9/30/18
|
|
6/30/18
|
|
9/30/17
|
|
9/30/18
|
|
6/30/18
|
|
9/30/17
|
||||||
Greater Boston
|
|
98.4
|
%
|
|
97.2
|
%
|
|
95.9
|
%
|
|
97.9
|
%
|
|
96.7
|
%
|
|
95.0
|
%
|
San Francisco
|
|
100.0
|
|
|
99.8
|
|
|
100.0
|
|
|
95.9
|
|
|
98.8
|
|
|
100.0
|
|
New York City
|
|
97.2
|
|
|
100.0
|
|
|
99.8
|
|
|
97.2
|
|
|
100.0
|
|
|
99.8
|
|
San Diego
|
|
94.2
|
|
(1)
|
95.8
|
|
|
92.4
|
|
|
90.8
|
|
(1)
|
92.3
|
|
|
88.6
|
|
Seattle
|
|
97.6
|
|
|
97.2
|
|
|
98.2
|
|
|
97.6
|
|
|
97.2
|
|
|
98.2
|
|
Maryland
|
|
97.2
|
|
|
95.7
|
|
|
93.6
|
|
|
93.3
|
|
|
91.9
|
|
|
91.6
|
|
Research Triangle Park
|
|
96.6
|
|
|
96.5
|
|
|
98.1
|
|
|
86.3
|
|
|
85.3
|
|
|
84.0
|
|
Subtotal
|
|
97.5
|
|
|
97.4
|
|
|
96.1
|
|
|
94.7
|
|
|
95.2
|
|
|
93.9
|
|
Canada
|
|
98.6
|
|
|
98.6
|
|
|
99.2
|
|
|
98.6
|
|
|
98.6
|
|
|
99.2
|
|
Non-cluster markets
|
|
82.2
|
|
|
77.9
|
|
|
88.6
|
|
|
82.2
|
|
|
77.9
|
|
|
88.6
|
|
North America
|
|
97.3
|
%
|
|
97.1
|
%
|
|
96.1
|
%
|
|
94.6
|
%
|
|
95.0
|
%
|
|
93.9
|
%
|
(1)
|
The decline in occupancy relates primarily to the vacancy during the three months ended September 30, 2018 of 44,034 RSF at 4110 Campus Point Court, a property we recently acquired during the three months ended December 31, 2017 in our University Town Center submarket. We are reviewing various options to renovate this space.
|
|
|
Investments in
Real Estate
|
|
Square Feet
|
||||||||||||
|
|
|
Operating
|
|
Construction
|
|
Intermediate-Term and Future Projects
|
|
Total
|
|||||||
Investments in real estate:
|
|
|
|
|
|
|
|
|
|
|
||||||
Rental properties:
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
12,144,386
|
|
|
21,314,142
|
|
|
—
|
|
|
—
|
|
|
21,314,142
|
|
Unconsolidated
(1)
|
|
N/A
|
|
|
273,740
|
|
|
—
|
|
|
—
|
|
|
273,740
|
|
|
|
|
12,144,386
|
|
|
21,587,882
|
|
|
—
|
|
|
—
|
|
|
21,587,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Class A development and redevelopment properties:
|
|
|
|
|
|
|
|
|
|
|
||||||
2018 deliveries
|
|
259,000
|
|
|
—
|
|
|
489,363
|
|
|
—
|
|
|
489,363
|
|
|
2019 deliveries
|
|
|
|
|
|
|
|
|
|
|
||||||
Consolidated
|
|
459,266
|
|
|
—
|
|
|
946,321
|
|
|
—
|
|
|
946,321
|
|
|
Unconsolidated
(1)
|
|
N/A
|
|
|
—
|
|
|
1,172,939
|
|
|
—
|
|
|
1,172,939
|
|
|
2019 deliveries
|
|
459,266
|
|
|
—
|
|
|
2,119,260
|
|
|
—
|
|
|
2,119,260
|
|
|
New Class A development and redevelopment properties undergoing construction
|
|
718,266
|
|
|
—
|
|
|
2,608,623
|
|
|
—
|
|
|
2,608,623
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intermediate-term and future development and redevelopment projects:
|
|
|
|
|
|
|
|
|
|
|
||||||
Intermediate-term
|
|
799,998
|
|
|
—
|
|
|
—
|
|
|
5,585,832
|
|
|
5,585,832
|
|
|
Future
|
|
62,860
|
|
|
—
|
|
|
—
|
|
|
3,105,608
|
|
|
3,105,608
|
|
|
Portion of development and redevelopment square feet that will replace existing RSF included in rental properties
(2)
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
(701,132
|
)
|
|
(701,132
|
)
|
|
Intermediate-term and future development and redevelopment projects, excluding RSF related to rental properties
|
|
862,858
|
|
|
—
|
|
|
—
|
|
|
7,990,308
|
|
|
7,990,308
|
|
|
Gross investments in real estate
|
|
13,725,510
|
|
|
21,587,882
|
|
|
2,608,623
|
|
|
7,990,308
|
|
|
32,186,813
|
|
|
|
|
|
|
24,196,505
|
|
|
|
|
||||||||
Less: accumulated depreciation
|
|
(2,166,330
|
)
|
|
|
|
|
|
|
|
|
|||||
Net investments in real estate – North America
|
|
11,559,180
|
|
|
|
|
|
|
|
|
|
|||||
Net investments in real estate – Asia
|
|
28,132
|
|
|
|
|
|
|
|
|
|
|||||
Investments in real estate
|
|
$
|
11,587,312
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Our share of the cost basis associated with unconsolidated square feet is classified in investments in unconsolidated real estate joint ventures in our unaudited consolidated balance sheets.
|
(2)
|
Refer to footnotes 1, 3, and 4 to the table in the “New Class A Development and Redevelopment Properties: Summary of Pipeline” section within this Item 2 for additional information.
|
Property
|
|
Submarket/Market
|
|
Date of Purchase
|
|
Number of Properties
|
|
Operating
Occupancy
|
|
Square Footage
|
|
Unlevered Yields
(1)
|
|
Purchase Price
|
|||||||||||||||||||
|
|
|
|
Operating
|
|
Operating with Future Redevelopment
|
|
Active Development/Redevelopment
|
|
Future Development
|
|
Initial Stabilized
|
|
Initial Stabilized (Cash)
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Value-creation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
701 Dexter Avenue North
|
|
Lake Union/Seattle
|
|
7/20/18
|
|
—
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,000
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
$
|
33,500
|
|
|
1655 and 1725 Third Street
(10% interest in unconsolidated JV)
|
|
Mission Bay/SoMa/
San Francisco
|
|
3/2/18
|
|
2
|
|
N/A
|
|
—
|
|
|
—
|
|
|
593,765
|
|
|
—
|
|
|
7.8
|
%
|
|
|
6.0
|
%
|
|
|
|
31,950
|
|
|
Other
|
|
Various
|
|
Various
|
|
—
|
|
N/A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
493,000
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
58,205
|
|
|
|
|
|
|
|
|
2
|
|
|
|
—
|
|
|
—
|
|
|
593,765
|
|
|
710,000
|
|
|
|
|
|
|
|
|
|
123,655
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating with value-creation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
219 East 42nd Street
|
|
New York City/
New York City
|
|
7/10/18
|
|
1
|
|
100%
|
|
—
|
|
|
349,947
|
|
(2)
|
—
|
|
|
230,000
|
|
(2)
|
6.8
|
%
|
(2)
|
|
6.7
|
%
|
(2)
|
|
|
203,000
|
|
|
Summers Ridge Science Park
|
|
Sorrento Mesa/
San Diego
|
|
1/5/18
|
|
4
|
|
100%
|
|
316,531
|
|
|
—
|
|
|
—
|
|
|
50,000
|
|
|
8.2
|
%
|
|
|
6.3
|
%
|
|
|
|
148,650
|
|
|
Alexandria PARC
|
|
Greater Stanford/San Francisco
|
|
1/25/18
|
|
4
|
|
100%
|
|
148,951
|
|
|
—
|
|
|
48,547
|
|
|
—
|
|
|
7.3
|
%
|
|
|
6.1
|
%
|
|
|
|
136,000
|
|
|
100 Tech Drive
|
|
Route 128/
Greater Boston
|
|
4/13/18
|
|
1
|
|
100%
|
|
200,431
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|
8.7
|
%
|
|
|
7.3
|
%
|
|
|
|
87,250
|
|
|
704 Quince Orchard Road
(56.8% interest in unconsolidated JV)
|
|
Gaithersburg/Maryland
|
|
3/16/18
|
|
1
|
|
100%
|
|
21,745
|
|
|
—
|
|
|
58,186
|
|
|
—
|
|
|
8.9
|
%
|
|
|
8.8
|
%
|
|
|
|
3,900
|
|
|
|
|
|
|
|
|
11
|
|
|
|
687,658
|
|
|
349,947
|
|
|
106,733
|
|
|
580,000
|
|
|
|
|
|
|
|
|
|
578,800
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Maryland Life Science Portfolio
|
|
Rockville/Gaithersburg/Maryland
|
|
5/8/18
|
|
8
|
|
100%
|
|
376,106
|
|
|
39,505
|
|
|
—
|
|
|
—
|
|
|
9.1
|
%
|
|
|
7.0
|
%
|
|
|
|
146,500
|
|
|
2301 5th Avenue
|
|
Lake Union/Seattle
|
|
6/1/18
|
|
1
|
|
97%
|
|
197,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
%
|
|
|
5.1
|
%
|
|
|
|
95,000
|
|
|
Other
|
|
Various
|
|
Various
|
|
2
|
|
100%
|
|
54,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
58,300
|
|
(3)
|
|
|
|
|
|
|
11
|
|
|
|
627,583
|
|
|
39,505
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
299,800
|
|
|
||
October Acquisition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
30-02 48th Avenue
|
|
New York City/
New York City |
|
10/9/18
|
|
1
|
|
100%
|
|
—
|
|
|
36,661
|
|
(4)
|
140,098
|
|
(4)
|
—
|
|
|
(1
|
)
|
|
|
(1
|
)
|
|
|
|
75,000
|
|
|
Total
|
|
|
|
|
|
25
|
|
|
|
1,315,241
|
|
|
426,113
|
|
|
840,596
|
|
|
1,290,000
|
|
|
|
|
|
|
|
|
$
|
1,077,255
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
We expect to provide total estimated costs and related yields in the future around the commencement of development and redevelopment.
|
(2)
|
Refer to the “New Class A Development and Redevelopment Properties: Summary of Pipeline” section within this Item 2 for additional information.
|
(3)
|
Includes, among others, the last two installment payments related to our November 2016 acquisition of 1455 and 1515 Third Street of
$18.9 million
per installment, which were paid during the three months ended March 31, 2018 and June 30, 2018, respectively.
|
(4)
|
We acquired a
176,759
RSF building, of which
79%
is undergoing conversion from existing office space to office/laboratory space through redevelopment and
21%
is office space that is leased and occupied. Upon expiration of the in-place leases, we have the opportunity to convert this office space to office/laboratory space through redevelopment.
|
|
|
|
|
At 100%
|
|
Our Share
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalization Rate
(Cash Basis) |
|
Sales
Price
|
|
Sales Price, Net of Debt
|
|
Gain
|
|
||||||||||||
Property/Submarket/Market
|
|
Date of Sale
|
|
RSF
|
|
Sales Price
|
|
Debt Repaid
|
|
Sales Price per RSF
|
|
Capitalization Rate
|
|
|
|
|
|
||||||||||||||||
360 Longwood Avenue/Longwood Medical Area/Greater Boston
(1)
|
|
9/26/18
|
|
210,709
|
|
$
|
349,500
|
|
|
$
|
95,000
|
|
|
$
|
1,659
|
|
|
5.1%
|
|
4.7%
|
|
$
|
96,113
|
|
|
$
|
69,988
|
|
|
$
|
35,678
|
|
|
Land Parcel/Northern Virginia/Maryland
|
|
7/2/18
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
|
6,000
|
|
|
6,000
|
|
|
—
|
|
(2)
|
(1)
|
We sold our remaining
27.5%
ownership interest in this unconsolidated real estate joint venture.
|
(2)
|
During the three months ended June 30, 2018, we entered into an agreement to sell this land parcel and recognized an impairment of
$6.3 million
to lower its carrying amount to estimated fair value less selling costs.
|
(1)
|
Represents developments commenced since January 1, 2008, comprising
28
projects aggregating
7.1 million
RSF.
|
(2)
|
Annual rental revenue from ground-up developments commenced since January 1, 2008, is comprised of:
|
•
|
63%
from investment-grade credit rated or publicly traded large cap tenants
|
•
|
16%
from Uber Technologies, Inc., Stripe, Inc., and Pinterest, Inc.
|
•
|
21%
from all other tenants
|
(3)
|
Represents developments commenced and delivered since January 1, 2008, comprising
22
projects aggregating
5.2 million
RSF.
|
100 Binney Street
|
|
399 Binney Street
|
Greater Boston/Cambridge
|
|
Greater Boston/Cambridge
|
432,931 RSF
|
|
164,000 RSF
|
Bristol-Myers Squibb Company
Facebook, Inc. |
|
Rubius Therapeutics, Inc.
Relay Therapeutics, Inc. Celsius Therapeutics, Inc. |
|
|
|
266 and 275 Second Avenue
|
|
9625 Towne Centre Drive
|
|
5 Laboratory Drive
|
Greater Boston/Route 128
|
|
San Diego/University Town Center
|
|
Research Triangle Park/RTP
|
203,757 RSF
|
|
163,648 RSF
|
|
175,000 RSF
|
Otsuka Pharmaceutical Co., Ltd.
|
|
Takeda Pharmaceutical Company Ltd.
|
|
Boragen, Inc.
Elo Life Systems, Inc. Indigo Ag, Inc. |
|
|
|
|
|
213 East Grand Avenue
|
|
9900 Medical Center Drive
|
|
279 East Grand Avenue
|
|
Alexandria PARC
|
|
188 East Blaine Street
|
San Francisco/South San Francisco
|
|
Maryland/Rockville
|
|
San Francisco/South San Francisco
|
|
San Francisco/Greater Stanford
|
|
Seattle/Lake Union
|
300,930 RSF
|
|
45,039 RSF
|
|
211,405 RSF
|
|
48,547 RSF
|
|
198,000 RSF
|
Merck & Co., Inc.
|
|
Lonza Walkersville, Inc.
Multi-Tenant/Marketing |
|
Verily Life Sciences, LLC
insitro, Inc. |
|
Adaptive Insights, Inc.
|
|
bluebird bio, Inc.
Seattle Cancer Care Alliance Multi-Tenant/Marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
681 Gateway Boulevard
|
|
704 Quince Orchard Road
|
|
Menlo Gateway
|
|
1655 and 1725 Third Street
|
|
|
San Francisco/South San Francisco
|
|
Maryland/Gaithersburg
|
|
San Francisco/Greater Stanford
|
|
San Francisco/Mission Bay/SoMa
|
|
|
142,400 RSF
|
|
58,186 RSF
|
|
520,988 RSF
|
|
593,765 RSF
|
|
2,119,260 RSF
|
Twist Bioscience Corporation
Multi-Tenant/Marketing |
|
Multi-Tenant/Marketing
|
|
Facebook, Inc.
|
|
Uber Technologies, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89% Leased
|
Property/Market/Submarket
|
|
Dev/Redev
|
|
RSF
|
|
Percentage
|
|
Project Start
|
|
Occupancy
(1)
|
|||||||||||||||
|
|
In Service
|
|
CIP
|
|
Total
|
|
Leased
|
|
Leased/Negotiating
|
|
|
Initial
|
|
Stabilized
|
||||||||||
2018 deliveries:
consolidated projects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
266 and 275 Second Avenue/Greater Boston/Route 128
|
|
Redev
|
|
171,899
|
|
|
31,858
|
|
|
203,757
|
|
|
85
|
%
|
|
|
90
|
%
|
|
|
3Q17
|
|
1Q18
|
|
2019
|
5 Laboratory Drive/Research Triangle Park/RTP
|
|
Redev
|
|
45,143
|
|
|
129,857
|
|
|
175,000
|
|
|
51
|
|
|
|
98
|
|
|
|
2Q17
|
|
2Q18
|
|
2019
|
9625 Towne Centre Drive/San Diego/University Town Center
|
|
Redev
|
|
—
|
|
|
163,648
|
|
|
163,648
|
|
|
100
|
|
|
|
100
|
|
|
|
3Q15
|
|
4Q18
|
|
4Q18
|
399 Binney Street/Greater Boston/Cambridge
|
|
Dev
|
|
—
|
|
|
164,000
|
|
|
164,000
|
|
|
75
|
|
|
|
98
|
|
|
|
4Q17
|
|
4Q18
|
|
2019
|
2018 deliveries
|
|
|
|
217,042
|
|
|
489,363
|
|
|
706,405
|
|
|
78
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2019 deliveries:
consolidated projects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
213 East Grand Avenue/San Francisco/South San Francisco
|
|
Dev
|
|
—
|
|
|
300,930
|
|
|
300,930
|
|
|
100
|
|
|
|
100
|
|
|
|
2Q17
|
|
1Q19
|
|
1Q19
|
9900 Medical Center Drive/Maryland/Rockville
|
|
Redev
|
|
—
|
|
|
45,039
|
|
|
45,039
|
|
|
58
|
|
|
|
58
|
|
|
|
3Q17
|
|
1Q19
|
|
2019
|
279 East Grand Avenue/San Francisco/South San Francisco
|
|
Dev
|
|
—
|
|
|
211,405
|
|
|
211,405
|
|
|
100
|
|
|
|
100
|
|
|
|
4Q17
|
|
1Q19
|
|
2020
|
Alexandria PARC/San Francisco/Greater Stanford
|
|
Redev
|
|
148,951
|
|
|
48,547
|
|
|
197,498
|
|
|
100
|
|
|
|
100
|
|
|
|
1Q18
|
|
2Q19
|
|
2Q19
|
188 East Blaine Street/Seattle/Lake Union
(2)
|
|
Dev
|
|
—
|
|
|
198,000
|
|
|
198,000
|
|
|
33
|
|
|
|
64
|
|
|
|
2Q18
|
|
2Q19
|
|
2020
|
681 Gateway Boulevard/San Francisco/South San Francisco
(3)
|
|
Redev
|
|
—
|
|
|
142,400
|
|
|
142,400
|
|
|
43
|
|
|
|
97
|
|
|
|
3Q18
|
|
2Q19
|
|
2020
|
|
|
|
|
148,951
|
|
|
946,321
|
|
|
1,095,272
|
|
|
79
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2019 deliveries:
unconsolidated joint venture projects
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
704 Quince Orchard Road/Maryland/Gaithersburg
|
|
Redev
|
|
21,745
|
|
|
58,186
|
|
|
79,931
|
|
|
38
|
|
|
|
50
|
|
|
|
1Q18
|
|
1Q19
|
|
2020
|
Menlo Gateway/San Francisco/Greater Stanford
|
|
Dev
|
|
251,995
|
|
|
520,988
|
|
|
772,983
|
|
|
100
|
|
|
|
100
|
|
|
|
4Q17
|
|
4Q19
|
|
4Q19
|
1655 and 1725 Third Street/San Francisco/Mission Bay/SoMa
|
|
Dev
|
|
—
|
|
|
593,765
|
|
|
593,765
|
|
|
100
|
|
|
|
100
|
|
|
|
1Q18
|
|
4Q19
|
|
4Q19
|
|
|
|
|
273,740
|
|
|
1,172,939
|
|
|
1,446,679
|
|
|
97
|
|
|
|
97
|
|
|
|
|
|
|
|
|
2019 deliveries
|
|
|
422,691
|
|
|
2,119,260
|
|
|
2,541,951
|
|
|
89
|
|
|
|
95
|
|
|
|
|
|
|
|
|
|
2018 and 2019 deliveries
|
|
|
|
639,733
|
|
|
2,608,623
|
|
3,248,356
|
|
86
|
%
|
|
|
95
|
%
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Initial occupancy dates are subject to leasing and/or market conditions. Stabilized occupancy may vary depending on single tenancy versus multi-tenancy.
|
(2)
|
Formerly 1818 Fairview Avenue East.
|
(3)
|
Conversion of single tenant office space to multi-tenant office/laboratory space through redevelopment.
|
(4)
|
Refer to the “Consolidated and Unconsolidated Real Estate Joint Ventures” section within this Item 2 for additional information.
|
(1)
|
Formerly 1818 Fairview Avenue East.
|
(2)
|
Refer to the “Consolidated and Unconsolidated Real Estate Joint Ventures” section within this Item 2 for additional information.
|
Property/Submarket
|
|
Our Ownership Interest
|
|
Book Value
|
|
Square Footage
|
|
||||||||||||||||||||||
|
|
|
Projected Deliveries
|
|
Intermediate-Term Projects
|
|
Future
|
|
Total
(1)
|
|
|||||||||||||||||||
|
|
|
2018
|
|
2019
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
San Diego
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Undergoing construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
9625 Towne Centre Drive/University Town Center
|
|
50.1
|
%
|
|
|
|
$
|
78,815
|
|
|
|
163,648
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
163,648
|
|
|
Intermediate-term development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
5200 Illumina Way/University Town Center
|
|
100
|
%
|
|
|
|
11,808
|
|
|
|
—
|
|
|
—
|
|
|
|
386,044
|
|
|
|
—
|
|
|
|
386,044
|
|
|
|
Campus Pointe by Alexandria/University Town Center
|
|
55.0
|
%
|
|
|
|
16,811
|
|
|
|
—
|
|
|
—
|
|
|
|
318,383
|
|
|
|
—
|
|
|
|
318,383
|
|
|
|
9880 Campus Point Drive/University Town Center
|
|
100
|
%
|
|
|
|
47,933
|
|
|
|
—
|
|
|
—
|
|
|
|
98,000
|
|
|
|
—
|
|
|
|
98,000
|
|
|
|
Future development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vista Wateridge/Sorrento Mesa
|
|
100
|
%
|
|
|
|
4,022
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
163,000
|
|
|
|
163,000
|
|
|
|
Other value-creation projects
|
|
100
|
%
|
|
|
|
52,471
|
|
|
|
—
|
|
|
—
|
|
|
|
185,895
|
|
|
|
249,000
|
|
|
|
434,895
|
|
|
|
|
|
|
|
|
|
211,860
|
|
|
|
163,648
|
|
|
—
|
|
|
|
988,322
|
|
|
|
412,000
|
|
|
|
1,563,970
|
|
|
||
Seattle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Undergoing construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
188 East Blaine Street/Lake Union
(2)
|
|
100
|
%
|
|
|
|
78,085
|
|
|
|
—
|
|
|
198,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
198,000
|
|
|
|
Intermediate-term development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1150 Eastlake Avenue East/Lake Union
|
|
100
|
%
|
|
|
|
22,016
|
|
|
|
—
|
|
|
—
|
|
|
|
260,000
|
|
|
|
—
|
|
|
|
260,000
|
|
|
|
701 Dexter Avenue North/Lake Union
|
|
100
|
%
|
|
|
|
36,945
|
|
|
|
—
|
|
|
—
|
|
|
|
217,000
|
|
|
|
—
|
|
|
|
217,000
|
|
|
|
1165 Eastlake Avenue East/Lake Union
|
|
100
|
%
|
|
|
|
16,357
|
|
|
|
—
|
|
|
—
|
|
|
|
106,000
|
|
|
|
—
|
|
|
|
106,000
|
|
|
|
|
|
|
|
|
|
153,403
|
|
|
|
—
|
|
|
198,000
|
|
|
|
583,000
|
|
|
|
—
|
|
|
|
781,000
|
|
|
||
Maryland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Undergoing construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
9900 Medical Center Drive/Rockville
|
|
100
|
%
|
|
|
|
9,977
|
|
|
|
—
|
|
|
45,039
|
|
|
|
—
|
|
|
|
—
|
|
|
|
45,039
|
|
|
|
704 Quince Orchard Road/Gaithersburg
|
|
56.8
|
%
|
|
|
|
—
|
|
(3)
|
|
—
|
|
|
58,186
|
|
|
|
—
|
|
|
|
—
|
|
|
|
58,186
|
|
|
|
Intermediate-term development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
9800 Medical Center Drive/Rockville
|
|
100
|
%
|
|
|
|
12,656
|
|
|
|
—
|
|
|
—
|
|
|
|
180,000
|
|
|
|
—
|
|
|
|
180,000
|
|
|
|
9950 Medical Center Drive/Rockville
|
|
100
|
%
|
|
|
|
4,041
|
|
|
|
—
|
|
|
—
|
|
|
|
61,000
|
|
|
|
—
|
|
|
|
61,000
|
|
|
|
|
|
|
|
|
|
26,674
|
|
|
|
—
|
|
|
103,225
|
|
|
|
241,000
|
|
|
|
—
|
|
|
|
344,225
|
|
|
||
Research Triangle Park
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Undergoing construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
5 Laboratory Drive/Research Triangle Park
|
|
100
|
%
|
|
|
|
29,899
|
|
|
|
129,857
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
129,857
|
|
|
|
Intermediate-term and future development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
6 Davis Drive/Research Triangle Park
|
|
100
|
%
|
|
|
|
17,127
|
|
|
|
—
|
|
|
—
|
|
|
|
130,000
|
|
|
|
870,000
|
|
|
|
1,000,000
|
|
|
|
Other value-creation projects
|
|
100
|
%
|
|
|
|
5,154
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
176,262
|
|
|
|
176,262
|
|
|
|
|
|
|
|
|
|
52,180
|
|
|
|
129,857
|
|
|
—
|
|
|
|
130,000
|
|
|
|
1,046,262
|
|
|
|
1,306,119
|
|
|
||
Other value-creation projects
|
|
Various
|
|
|
|
|
38,002
|
|
|
|
—
|
|
|
—
|
|
|
|
235,000
|
|
(1)
|
|
146,800
|
|
|
|
381,800
|
|
|
|
|
|
|
|
|
|
$
|
1,581,124
|
|
|
|
489,363
|
|
|
2,119,260
|
|
|
|
5,585,832
|
|
|
|
3,105,608
|
|
|
|
11,300,063
|
|
|
(1)
|
Represents total square footage upon completion of development of a new Class A property. RSF presented includes RSF of a building currently in operation that will be demolished upon commencement of construction.
|
(2)
|
Formerly 1818 Fairview Avenue East.
|
(3)
|
This property is an unconsolidated real estate joint venture. Refer to the “Consolidated and Unconsolidated Real Estate Joint Ventures” section within this Item 2 for additional information on our share of investment in real estate.
|
|
|
Nine Months Ended
|
|
||
Construction Spending
|
|
September 30, 2018
|
|
||
Additions to real estate –
consolidated projects
|
|
$
|
663,688
|
|
|
Investments in unconsolidated real estate joint ventures
|
|
77,501
|
|
|
|
Contributions from noncontrolling interests
|
|
(15,837
|
)
|
|
|
Construction spending (cash basis)
(1)
|
|
725,352
|
|
|
|
Increase in accrued construction
|
|
69,654
|
|
|
|
Construction spending
|
|
$
|
795,006
|
|
|
(1)
|
Includes revenue-enhancing projects and non-revenue-enhancing capital expenditures.
|
Projected Construction Spending
|
|
Year Ending
December 31, 2018 |
|
|||||||
Development and redevelopment projects
|
|
$
|
243,000
|
|
|
|||||
Investments in unconsolidated real estate joint ventures
|
|
|
41,000
|
|
|
|||||
Contributions from noncontrolling interests (consolidated real estate joint ventures)
|
|
|
(18,000
|
)
|
|
|||||
Generic laboratory infrastructure/building improvement projects
|
|
|
32,000
|
|
|
|||||
Non-revenue-enhancing capital expenditures and tenant improvements
|
|
|
7,000
|
|
|
|||||
Projected construction spending for three months ending December 31, 2018
|
|
|
305,000
|
|
|
|||||
Actual construction spending for nine months ended September 30, 2018
|
|
|
795,006
|
|
|
|||||
Guidance range
|
|
$
|
1,050,000
|
|
–
|
1,150,000
|
|
|
Non-Revenue-Enhancing Capital Expenditures,
Tenant Improvements, and Leasing Costs
(1)
|
|
Nine Months Ended September 30, 2018
|
|
Recent Average
per RSF (2) |
||||||||
|
Amount
|
|
Per RSF
|
|
||||||||
Non-revenue-enhancing capital expenditures
|
|
$
|
8,484
|
|
|
$
|
0.40
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
||||||
Tenant improvements and leasing costs:
|
|
|
|
|
|
|
||||||
Re-tenanted space
|
|
$
|
17,101
|
|
|
$
|
24.74
|
|
|
$
|
20.45
|
|
Renewal space
|
|
14,169
|
|
|
18.98
|
|
(3)
|
12.98
|
|
|||
Total tenant improvements and leasing costs/weighted average
|
|
$
|
31,270
|
|
|
$
|
21.75
|
|
|
$
|
15.62
|
|
(1)
|
Excludes amounts that are recoverable from tenants, related to revenue-enhancing capital expenditures, or related to properties that have undergone redevelopment.
|
(2)
|
Represents the average of 2014–2017 and the
nine months ended September 30, 2018
, annualized.
|
(3)
|
Includes
$8.4 million
of tenant improvements related to the
12
-year lease renewal of
129,424
RSF with Alnylam Pharmaceuticals, Inc. at 300 Third Street in our Cambridge submarket. The increase in rental rates, net of tenant improvements and leasing commissions per RSF, on this renewal was
77%
.
|
(1)
|
Refer to Note 6 – “Investments” to our unaudited consolidated financial statements under Item 1 of this report for more information.
|
(2)
|
Included in equity in earnings of unconsolidated real estate joint ventures in our unaudited consolidated statements of income under Item 1 of this report.
|
(3)
|
Refer to Note 3 – “Investments in Real Estate” to our unaudited consolidated financial statements under Item 1 of this report for more information.
|
(4)
|
Refer to Note 13 – “Stockholders’ Equity” to our unaudited consolidated financial statements under Item 1 of this report for more information.
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
|
||
Percentage change in net operating income over comparable period from prior year
|
|
3.4%
|
|
|
3.8%
|
|
|
Percentage change in net operating income (cash basis) over comparable period from prior year
|
|
8.9%
|
|
|
9.9%
|
|
|
Operating margin
|
|
71%
|
|
|
71%
|
|
|
Number of Same Properties
|
|
188
|
|
|
185
|
|
|
RSF
|
|
17,641,401
|
|
|
17,221,297
|
|
|
Occupancy – current-period average
|
|
96.7%
|
|
96.4%
|
|
||
Occupancy – same-period prior-year average
|
|
95.9%
|
|
96.1%
|
|
Development – under construction
|
|
Properties
|
|
|
213 East Grand Avenue
|
|
1
|
|
|
399 Binney Street
|
|
1
|
|
|
279 East Grand Avenue
|
|
1
|
|
|
188 East Blaine Street
(1)
|
|
1
|
|
|
|
|
4
|
|
|
Development – placed into service after January 1, 2017
|
|
Properties
|
|
|
505 Brannan Street
|
|
1
|
|
|
510 Townsend Street
|
|
1
|
|
|
ARE Spectrum
|
|
3
|
|
|
400 Dexter Avenue North
|
|
1
|
|
|
100 Binney Street
|
|
1
|
|
|
|
|
7
|
|
|
Redevelopment – under construction
|
|
Properties
|
|
|
9625 Towne Centre Drive
|
|
1
|
|
|
5 Laboratory Drive
|
|
1
|
|
|
9900 Medical Center Drive
|
|
1
|
|
|
266 and 275 Second Avenue
|
|
2
|
|
|
Alexandria PARC
|
|
4
|
|
|
681 Gateway Boulevard
|
|
1
|
|
|
|
|
10
|
|
|
|
|
|
|
Acquisitions after January 1, 2017
|
|
Properties
|
|
|
100 Tech Drive
|
|
1
|
|
|
88 Bluxome Street
|
|
1
|
|
|
701 Gateway Boulevard
|
|
1
|
|
|
960 Industrial Road
|
|
1
|
|
|
1450 Page Mill Road
|
|
1
|
|
|
219 East 42nd Street
|
|
1
|
|
|
4110 Campus Point Court
|
|
1
|
|
|
Summers Ridge Science Park
|
|
4
|
|
|
2301 5th Avenue
|
|
1
|
|
|
9704, 9708, 9712, and 9714 Medical Center Drive
|
|
4
|
|
|
9920 Belward Campus Drive
|
|
1
|
|
|
21 Firstfield Road
|
|
1
|
|
|
50 and 55 West Watkins Mill Road
|
|
2
|
|
|
Other
|
|
2
|
|
|
|
|
22
|
|
|
|
|
|
|
|
Unconsolidated real estate JVs
|
|
6
|
|
|
Properties held for sale
|
|
1
|
|
|
Total properties excluded from Same Properties
|
|
50
|
|
|
Same Properties
|
|
185
|
|
(2)
|
Total properties in North America as of
September 30, 2018
|
|
235
|
|
|
|
|
|
|
(1)
|
Formerly 1818 Fairview Avenue East.
|
(2)
|
Includes 9880 Campus Point Drive, a building we acquired in 2001, was occupied through January 2018 and subsequently demolished in anticipation of developing a
98,000
RSF Class A office/laboratory building.
|
|
|
Three Months Ended September 30,
|
|
|||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
|||||||
Same Properties
|
|
$
|
209,030
|
|
|
$
|
202,168
|
|
|
$
|
6,862
|
|
|
3.4
|
%
|
|
Non-Same Properties
|
|
46,466
|
|
|
13,853
|
|
|
32,613
|
|
|
235.4
|
|
|
|||
Total rental
|
|
255,496
|
|
|
216,021
|
|
|
39,475
|
|
|
18.3
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
70,790
|
|
|
64,271
|
|
|
6,519
|
|
|
10.1
|
|
|
|||
Non-Same Properties
|
|
10,261
|
|
|
2,787
|
|
|
7,474
|
|
|
268.2
|
|
|
|||
Total tenant recoveries
|
|
81,051
|
|
|
67,058
|
|
|
13,993
|
|
|
20.9
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
66
|
|
|
43
|
|
|
23
|
|
|
53.5
|
|
|
|||
Non-Same Properties
|
|
5,210
|
|
|
2,248
|
|
|
2,962
|
|
|
131.8
|
|
|
|||
Total other income
|
|
5,276
|
|
|
2,291
|
|
|
2,985
|
|
|
130.3
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
279,886
|
|
|
266,482
|
|
|
13,404
|
|
|
5.0
|
|
|
|||
Non-Same Properties
|
|
61,937
|
|
|
18,888
|
|
|
43,049
|
|
|
227.9
|
|
|
|||
Total revenues
|
|
341,823
|
|
|
285,370
|
|
|
56,453
|
|
|
19.8
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
82,637
|
|
|
75,803
|
|
|
6,834
|
|
|
9.0
|
|
|
|||
Non-Same Properties
|
|
17,122
|
|
|
7,666
|
|
|
9,456
|
|
|
123.3
|
|
|
|||
Total rental operations
|
|
99,759
|
|
|
83,469
|
|
|
16,290
|
|
|
19.5
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
197,249
|
|
|
190,679
|
|
|
6,570
|
|
|
3.4
|
|
|
|||
Non-Same Properties
|
|
44,815
|
|
|
11,222
|
|
|
33,593
|
|
|
299.3
|
|
|
|||
Net operating income
|
|
$
|
242,064
|
|
|
$
|
201,901
|
|
|
$
|
40,163
|
|
|
19.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net operating income – Same Properties
|
|
$
|
197,249
|
|
|
$
|
190,679
|
|
|
$
|
6,570
|
|
|
3.4
|
%
|
|
Straight-line rent revenue
|
|
(10,555
|
)
|
|
(17,775
|
)
|
|
7,220
|
|
|
(40.6
|
)
|
|
|||
Amortization of acquired below-market leases
|
|
(3,269
|
)
|
|
(4,403
|
)
|
|
1,134
|
|
|
(25.8
|
)
|
|
|||
Net operating income – Same Properties (cash basis)
|
|
$
|
183,425
|
|
|
$
|
168,501
|
|
|
$
|
14,924
|
|
|
8.9
|
%
|
|
|
|
Three Months Ended September 30,
|
|
|
||||||||
Component
|
|
2018
|
|
2017
|
|
Change
|
||||||
Interest incurred
|
|
$
|
59,675
|
|
|
$
|
48,123
|
|
|
$
|
11,552
|
|
Capitalized interest
|
|
(17,431
|
)
|
|
(17,092
|
)
|
|
(339
|
)
|
|||
Interest expense
|
|
$
|
42,244
|
|
|
$
|
31,031
|
|
|
$
|
11,213
|
|
|
|
|
|
|
|
|
||||||
Average debt balance outstanding
(1)
|
|
$
|
5,776,394
|
|
|
$
|
4,887,491
|
|
|
$
|
888,903
|
|
Weighted-average annual interest rate
(2)
|
|
4.1
|
%
|
|
3.9
|
%
|
|
0.2
|
%
|
(1)
|
Represents the average debt balance outstanding during the respective periods.
|
(2)
|
Represents annualized total interest incurred divided by the average debt balance outstanding in the respective periods.
|
Component
|
|
Interest Rate
(1)
|
|
Effective Date
|
|
Change
|
||||
Increases in interest incurred due to:
|
|
|
|
|
|
|
|
|
||
Issuances of debt:
|
|
|
|
|
|
|
|
|
||
$600 million unsecured senior notes payable
|
|
|
3.62%
|
|
|
November 2017
|
|
$
|
5,210
|
|
$450 million unsecured senior notes payable
|
|
|
4.18%
|
|
|
June 2018
|
|
4,515
|
|
|
$450 million unsecured senior notes payable
|
|
|
4.81%
|
|
|
June 2018
|
|
5,295
|
|
|
Fluctuations in interest rate and average balance:
|
|
|
|
|
|
|
|
|
||
$2.2 billion unsecured senior line of credit and senior bank term loans
|
|
|
|
|
|
|
|
1,500
|
|
|
Other increase in interest
|
|
|
|
|
|
|
|
292
|
|
|
Total increases
|
|
|
|
|
|
|
|
16,812
|
|
|
Decreases in interest incurred due to:
|
|
|
|
|
|
|
|
|
||
Repayments of debt:
|
|
|
|
|
|
|
|
|
||
Secured construction loans
|
|
|
Various
|
|
|
Various
|
|
(3,630
|
)
|
|
Lower average notional amounts of and rates for interest rate hedge agreements in effect
|
|
|
|
|
|
|
|
(1,630
|
)
|
|
Total decreases
|
|
|
|
|
|
|
|
(5,260
|
)
|
|
Change in interest incurred
|
|
|
|
|
|
|
|
11,552
|
|
|
Increase in capitalized interest
|
|
|
|
|
|
|
|
(339
|
)
|
|
Total change in interest expense
|
|
|
|
|
|
|
|
$
|
11,213
|
|
(1)
|
Represents the interest rate as of the end of the applicable period, plus the effect of debt premiums (discounts), interest rate hedge agreements, and deferred financing costs.
|
|
|
Nine Months Ended September 30,
|
|
|||||||||||||
(Dollars in thousands)
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
|||||||
Same Properties
|
|
$
|
610,325
|
|
|
$
|
587,913
|
|
|
$
|
22,412
|
|
|
3.8
|
%
|
|
Non-Same Properties
|
|
140,291
|
|
|
47,243
|
|
|
93,048
|
|
|
197.0
|
|
|
|||
Total rental
|
|
750,616
|
|
|
635,156
|
|
|
115,460
|
|
|
18.2
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
198,694
|
|
|
182,146
|
|
|
16,548
|
|
|
9.1
|
|
|
|||
Non-Same Properties
|
|
27,686
|
|
|
6,728
|
|
|
20,958
|
|
|
311.5
|
|
|
|||
Total tenant recoveries
|
|
226,380
|
|
|
188,874
|
|
|
37,506
|
|
|
19.9
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
199
|
|
|
142
|
|
|
57
|
|
|
40.1
|
|
|
|||
Non-Same Properties
|
|
9,801
|
|
|
5,134
|
|
|
4,667
|
|
|
90.9
|
|
|
|||
Total other income
|
|
10,000
|
|
|
5,276
|
|
|
4,724
|
|
|
89.5
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
809,218
|
|
|
770,201
|
|
|
39,017
|
|
|
5.1
|
|
100.0
|
|||
Non-Same Properties
|
|
177,778
|
|
|
59,105
|
|
|
118,673
|
|
|
200.8
|
|
|
|||
Total revenues
|
|
986,996
|
|
|
829,306
|
|
|
157,690
|
|
|
19.0
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
233,903
|
|
|
216,035
|
|
|
17,868
|
|
|
8.3
|
|
|
|||
Non-Same Properties
|
|
49,535
|
|
|
21,501
|
|
|
28,034
|
|
|
130.4
|
|
|
|||
Total rental operations
|
|
283,438
|
|
|
237,536
|
|
|
45,902
|
|
|
19.3
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||||||
Same Properties
|
|
575,315
|
|
|
554,166
|
|
|
21,149
|
|
|
3.8
|
|
|
|||
Non-Same Properties
|
|
128,243
|
|
|
37,604
|
|
|
90,639
|
|
|
241.0
|
|
|
|||
Net operating income
|
|
$
|
703,558
|
|
|
$
|
591,770
|
|
|
$
|
111,788
|
|
|
18.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net operating income – Same Properties
|
|
$
|
575,315
|
|
|
$
|
554,166
|
|
|
$
|
21,149
|
|
|
3.8
|
%
|
|
Straight-line rent revenue
|
|
(38,485
|
)
|
|
(62,319
|
)
|
|
23,834
|
|
|
(38.2
|
)
|
|
|||
Amortization of acquired below-market leases
|
|
(7,339
|
)
|
|
(9,860
|
)
|
|
2,521
|
|
|
(25.6
|
)
|
|
|||
Net operating income – Same Properties (cash basis)
|
|
$
|
529,491
|
|
|
$
|
481,987
|
|
|
$
|
47,504
|
|
|
9.9
|
%
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||
Component
|
|
2018
|
|
2017
|
|
Change
|
||||||
Interest incurred
|
|
$
|
163,574
|
|
|
$
|
137,888
|
|
|
$
|
25,686
|
|
Capitalized interest
|
|
(46,318
|
)
|
|
(45,325
|
)
|
|
(993
|
)
|
|||
Interest expense
|
|
$
|
117,256
|
|
|
$
|
92,563
|
|
|
$
|
24,693
|
|
|
|
|
|
|
|
|
||||||
Average debt balance outstanding
(1)
|
|
$
|
5,425,426
|
|
|
$
|
4,675,967
|
|
|
$
|
749,459
|
|
Weighted-average annual interest rate
(2)
|
|
4.0
|
%
|
|
3.9
|
%
|
|
0.1
|
%
|
(1)
|
Represents the average debt balance outstanding during the respective periods.
|
(2)
|
Represents annualized total interest incurred divided by the average debt balance outstanding in the respective periods.
|
Component
|
|
Interest Rate
(1)
|
|
Effective Date
|
|
Change
|
||||
Increases in interest incurred due to:
|
|
|
|
|
|
|
|
|
||
Issuances of debt:
|
|
|
|
|
|
|
|
|
||
$600 million unsecured senior notes payable
|
|
|
3.62%
|
|
|
November 2017
|
|
$
|
15,630
|
|
$425 million unsecured senior notes payable
|
|
|
4.07%
|
|
|
March 2017
|
|
2,900
|
|
|
$450 million unsecured senior notes payable
|
|
|
4.18%
|
|
|
June 2018
|
|
5,015
|
|
|
$450 million unsecured senior notes payable
|
|
|
4.81%
|
|
|
June 2018
|
|
5,880
|
|
|
Fluctuations in interest rate and average balance:
|
|
|
|
|
|
|
|
|
||
$2.2 billion unsecured senior line of credit and senior bank term loans
|
|
|
|
|
|
|
|
7,750
|
|
|
Secured note payable
|
|
|
|
|
|
|
|
1,620
|
|
|
Other increase in interest
|
|
|
|
|
|
|
|
606
|
|
|
Total increases
|
|
|
|
|
|
|
|
39,401
|
|
|
Decreases in interest incurred due to:
|
|
|
|
|
|
|
|
|
||
Repayments of debt:
|
|
|
|
|
|
|
|
|
||
Secured construction loans
|
|
|
Various
|
|
|
Various
|
|
(8,660
|
)
|
|
Lower average notional amounts of and rates for interest rate hedge agreements in effect
|
|
|
|
|
|
|
|
(5,055
|
)
|
|
Total decreases
|
|
|
|
|
|
|
|
(13,715
|
)
|
|
Change in interest incurred
|
|
|
|
|
|
|
|
25,686
|
|
|
Increase in capitalized interest
|
|
|
|
|
|
|
|
(993
|
)
|
|
Total change in interest expense
|
|
|
|
|
|
|
|
$
|
24,693
|
|
(1)
|
Represents the interest rate as of the end of the applicable period, plus the effect of debt premiums (discounts), interest rate hedge agreements, and deferred financing costs.
|
|
|
Guidance
|
||
Summary of Key Changes in Guidance
|
|
As of 10/29/18
|
|
As of 7/30/18
|
EPS, FFO per share, and FFO per share, as adjusted
|
|
See updates below
(1)
|
||
Rental rate increases
|
|
22.5% to 25.5%
|
|
17.0% to 20.0%
|
Rental rate increases (cash basis)
|
|
11.5% to 14.5%
|
|
9.5% to 12.5%
|
(1)
|
Guidance range for FFO per share, as adjusted,
was reduced from six cents to two cents, with the midpoint unchanged at
$6.60
.
|
(2)
|
Excludes future unrealized gains or losses that could be recognized in earnings from changes in fair value of equity investments after September 30, 2018. Refer to the “Investments” section within Note 2 – “Summary of Significant Accounting Policies” to our unaudited consolidated financial statements under Item 1 for additional information.
|
Key Assumptions
(1)
(Dollars in millions)
|
|
2018 Guidance
|
|
||||||
|
Low
|
|
High
|
|
|||||
Occupancy percentage for operating properties in North America as of December 31, 2018
|
|
97.1%
|
|
|
97.7%
|
|
|
||
|
|
|
|
|
|
||||
Lease renewals and re-leasing of space:
|
|
|
|
|
|
||||
Rental rate increases
|
|
22.5%
|
|
|
25.5%
|
|
|
||
Rental rate increases (cash basis)
|
|
11.5%
|
|
|
14.5%
|
|
|
||
|
|
|
|
|
|
||||
Same property performance:
|
|
|
|
|
|
||||
Net operating income increase
|
|
2.5%
|
|
|
4.5%
|
|
|
||
Net operating income increase (cash basis)
|
|
9.0%
|
|
|
11.0%
|
|
|
||
|
|
|
|
|
|
||||
Straight-line rent revenue
|
|
$
|
92
|
|
|
$
|
102
|
|
|
General and administrative expenses
|
|
$
|
85
|
|
|
$
|
90
|
|
|
Capitalization of interest
|
|
$
|
55
|
|
|
$
|
65
|
|
|
Interest expense
|
|
$
|
155
|
|
|
$
|
165
|
|
|
(1)
|
The completion of our development and redevelopment projects will result in an increase in interest expense and other project costs because these project costs will no longer qualify for capitalization and will therefore be expensed as incurred. Our assumptions for occupancy, rental rate growth, same property net operating income growth, straight-line rent revenue, general and administrative expenses, capitalization of interest, and interest expense are included in the tables above and are subject to a number of variables and uncertainties, including those discussed as “Forward-Looking Statements” under Part I; “Item 1A. Risk Factors”; and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our annual report on Form 10‑K for the year ended
December 31, 2017
. To the extent our full-year earnings guidance is updated during the year, we will provide additional disclosure supporting reasons for any significant changes to such guidance.
|
Key Credit Metrics
|
|
Guidance
as of 10/29/18 |
|
Net debt to Adjusted EBITDA – fourth quarter of 2018, annualized
|
|
Less than 5.5x
|
|
Net debt and preferred stock to Adjusted EBITDA – fourth quarter of 2018, annualized
|
|
Less than 5.5x
|
|
Fixed-charge coverage ratio – fourth quarter of 2018, annualized
|
|
Greater than 4.0x
|
|
Unhedged variable-rate debt as a percentage of total debt
|
|
Less than 5%
|
|
Value-creation pipeline as a percentage of gross investments in real estate as of December 31, 2018
|
|
8% to 12%
|
|
(1)
|
In addition to the consolidated real estate joint ventures listed, various partners hold insignificant noncontrolling interests in
four
other joint ventures in North America.
|
(2)
|
In addition to the unconsolidated real estate joint ventures listed, we hold
one
other insignificant unconsolidated real estate joint venture in North America.
|
(3)
|
As of
September 30, 2018
, we have an ownership interest in Menlo Gateway of
33.7%
and expect our ownership to increase to
49%
through future funding of construction costs in 2019.
|
(4)
|
Represents our ownership interest; our voting interest is limited to 50%.
|
|
|
|
|
Maturity Date
|
|
Stated Interest Rate
|
|
Interest Rate
(1)
|
|
100% at Joint Venture Level
|
|
||||||||
Unconsolidated Joint Venture
|
|
Our Share
|
|
|
|
|
Debt Balance
(2)
|
|
Remaining Commitments
|
|
|||||||||
1401/1413 Research Boulevard
|
|
65.0%
|
|
|
5/17/20
|
|
|
L+2.50%
|
|
5.60%
|
|
$
|
18,415
|
|
|
$
|
9,131
|
|
|
1655 and 1725 Third Street
|
|
10.0%
|
|
|
6/29/21
|
|
|
L+3.70%
|
|
5.80%
|
|
121,889
|
|
|
253,111
|
|
|
||
704 Quince Orchard Road
|
|
56.8%
|
|
|
3/16/23
|
|
|
L+1.95%
|
|
4.36%
|
|
2,932
|
|
|
11,901
|
|
|
||
Menlo Gateway, Phase II
|
|
33.7%
|
|
|
5/1/35
|
|
|
4.53%
|
|
N/A
|
|
—
|
|
|
157,270
|
|
|
||
Menlo Gateway, Phase I
|
|
33.7%
|
|
|
8/1/35
|
|
|
4.15%
|
|
4.18%
|
|
144,336
|
|
|
N/A
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
$
|
287,572
|
|
|
$
|
431,413
|
|
|
(1)
|
Includes interest expense, amortization of loan fees, and amortization of premiums (discounts)
as of September 30, 2018
.
|
(2)
|
Represents outstanding principal, net of unamortized deferred financing costs and premiums (discounts)
as of September 30, 2018
.
|
|
Noncontrolling Interest Share of Consolidated Real Estate Joint Ventures
|
|
Our Share of Unconsolidated
Real Estate Joint Ventures |
||||||||||||
|
September 30, 2018
|
|
September 30, 2018
|
||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
Total revenues
|
$
|
13,984
|
|
|
$
|
41,358
|
|
|
$
|
8,774
|
|
|
$
|
14,301
|
|
Rental operations
|
(4,403
|
)
|
|
(12,585
|
)
|
|
(3,124
|
)
|
|
(4,450
|
)
|
||||
|
9,581
|
|
|
28,773
|
|
|
5,650
|
|
|
9,851
|
|
||||
General and administrative
|
(40
|
)
|
|
(172
|
)
|
|
(24
|
)
|
|
(71
|
)
|
||||
Interest
|
—
|
|
|
—
|
|
|
(336
|
)
|
|
(805
|
)
|
||||
Depreciation and amortization
|
(4,044
|
)
|
|
(11,825
|
)
|
|
(1,011
|
)
|
|
(2,462
|
)
|
||||
Gain on early extinguishment of debt
|
—
|
|
|
—
|
|
|
761
|
|
|
761
|
|
||||
Gain on sales of real estate
(1)
|
—
|
|
|
—
|
|
|
35,678
|
|
|
35,678
|
|
||||
|
$
|
5,497
|
|
|
$
|
16,776
|
|
|
$
|
40,718
|
|
|
$
|
42,952
|
|
|
|
|
|
|
|
|
|
(1)
|
Related to the sale of our remaining
27.5%
ownership interest in our 360 Longwood Avenue unconsolidated real estate joint venture, located in our Longwood Medical Area submarket. Refer to Note 4 – “Consolidated and Unconsolidated Real Estate Joint Ventures” to our unaudited consolidated financial statements under Item 1 of this report for additional information.
|
|
September 30, 2018
|
||||||
|
Noncontrolling Interest Share of Consolidated
Real Estate Joint Ventures
|
|
Our Share of Unconsolidated
Real Estate Joint Ventures |
||||
Investments in real estate
|
$
|
523,048
|
|
|
$
|
266,896
|
|
Cash and cash equivalents
|
18,129
|
|
|
3,265
|
|
||
Restricted cash
|
—
|
|
|
53
|
|
||
Other assets
|
33,230
|
|
|
20,896
|
|
||
Secured notes payable
|
—
|
|
|
(73,967
|
)
|
||
Other liabilities
|
(33,806
|
)
|
|
(19,173
|
)
|
||
Redeemable noncontrolling interests
|
(10,771
|
)
|
|
—
|
|
||
|
$
|
529,830
|
|
|
$
|
197,970
|
|
|
|
September 30, 2018
|
||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||
Realized gains
|
|
$
|
5,015
|
|
|
|
$
|
25,810
|
|
|
Unrealized gains
|
|
117,188
|
|
|
|
194,484
|
|
|
||
Investment income
|
|
$
|
122,203
|
|
|
|
$
|
220,294
|
|
|
|
|
|
|
|
|
|
Investments
|
|
Cost
|
|
Adjustments
|
|
Carrying Amount
|
|||||||||
Fair value:
|
|
|
|
|
|
|
|
|
|
||||||
Publicly traded companies
|
|
$
|
119,634
|
|
|
|
$
|
136,310
|
|
|
|
$
|
255,944
|
|
|
Entities that report NAV
|
|
186,098
|
|
|
|
139,891
|
|
(1)
|
|
325,989
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||
Entities that do not report NAV:
|
|
|
|
|
|
|
|
|
|
||||||
Entities with observable price changes since 1/1/18
|
|
30,522
|
|
|
|
59,206
|
|
|
|
89,728
|
|
|
|||
Entities without observable price changes
|
|
285,695
|
|
|
|
—
|
|
|
|
285,695
|
|
|
|||
September 30, 2018
|
|
$
|
621,949
|
|
|
|
$
|
335,407
|
|
(2)
|
|
$
|
957,356
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
June 30, 2018
|
|
$
|
572,608
|
|
|
|
$
|
218,145
|
|
|
|
$
|
790,753
|
|
|
(1)
|
Represents adjustments, using reported NAV as a practical expedient to estimate fair value, for our limited partnership investments.
|
(2)
|
Consists of unrealized gains recognized (i) of
$50 million
on our investments in publicly traded companies prior to our adoption of the new accounting standard, (ii) of
$91 million
on our investments in privately held entities that report NAV upon our adoption of the new accounting standard, and (iii) of
$194 million
related to total equity investments subsequent to our adoption of the new accounting standard.
|
|
Public/Private Mix (Cost)
|
|
|
|
|
|
|
|
Tenant/Non-Tenant Mix (Cost)
|
|
|
|
|
|
|
|
|
|
|
|
298
|
$2.1M
|
|
|
Holdings
|
Average Cost
of Investment |
|
(1)
|
Quarter annualized.
|
(2)
|
As of
September 30, 2018
.
|
•
|
Retain positive cash flows from operating activities after payment of dividends and distributions to noncontrolling interests for investment in development and redevelopment projects and/or acquisitions;
|
•
|
Improve credit profile and relative long-term cost of capital;
|
•
|
Maintain diverse sources of capital, including sources from net cash provided by operating activities, unsecured debt, secured debt, selective asset sales, partial interests sales, preferred stock, and common stock;
|
•
|
Maintain commitment to long-term capital to fund growth;
|
•
|
Maintain prudent laddering of debt maturities;
|
•
|
Maintain solid credit metrics;
|
•
|
Maintain significant balance sheet liquidity;
|
•
|
Mitigate unhedged variable-rate debt exposure through the reduction of short-term and medium-term variable-rate bank debt;
|
•
|
Maintain a large unencumbered asset pool to provide financial flexibility;
|
•
|
Fund preferred stock and common stock dividends and distributions to noncontrolling interests from net cash provided by operating activities;
|
•
|
Manage a disciplined level of value-creation projects as a percentage of our gross investments in real estate; and
|
•
|
Maintain high levels of pre-leasing and percentage leased in value-creation projects.
|
Description
|
|
Stated Rate
|
|
Aggregate
Commitments
|
|
Outstanding
Balance
|
|
Remaining Commitments/Liquidity
|
|||||||
$2.2 billion unsecured senior line of credit
|
|
L+0.825
|
%
|
|
$
|
2,200,000
|
|
|
$
|
413,000
|
|
|
$
|
1,787,000
|
|
Outstanding forward equity sales agreements
|
|
|
|
|
|
|
|
606,346
|
|
||||||
Cash, cash equivalents, and restricted cash
|
|
|
|
|
|
|
|
233,880
|
|
||||||
Investments in publicly traded companies
|
|
|
|
|
|
|
|
255,944
|
|
||||||
Total liquidity
|
|
|
|
|
|
|
|
$
|
2,883,170
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
414,088
|
|
|
$
|
357,242
|
|
|
$
|
56,846
|
|
Net cash used in investing activities
|
$
|
(1,764,149
|
)
|
|
$
|
(1,313,764
|
)
|
|
$
|
(450,385
|
)
|
Net cash provided by financing activities
|
$
|
1,307,806
|
|
|
$
|
959,852
|
|
|
$
|
347,954
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Increase (Decrease)
|
||||||
Sources of cash from investing activities:
|
|
|
|
|
|
||||||
Sales of investments
|
$
|
57,330
|
|
|
$
|
18,896
|
|
|
$
|
38,434
|
|
Return of capital from unconsolidated real estate joint ventures
|
68,592
|
|
|
38,576
|
|
|
30,016
|
|
|||
Deposits for investing activities
|
2,500
|
|
|
4,700
|
|
|
(2,200
|
)
|
|||
Proceeds from sales of real estate
|
5,748
|
|
|
4,263
|
|
|
1,485
|
|
|||
|
134,170
|
|
|
66,435
|
|
|
67,735
|
|
|||
Uses of cash for investing activities:
|
|
|
|
|
|
||||||
Purchases of real estate
|
947,013
|
|
|
590,884
|
|
|
356,129
|
|
|||
Investments in unconsolidated real estate joint ventures
|
77,501
|
|
|
248
|
|
|
77,253
|
|
|||
Additions to investments
|
174,195
|
|
|
128,190
|
|
|
46,005
|
|
|||
Acquisitions of interests in unconsolidated real estate joint ventures
|
35,922
|
|
|
—
|
|
|
35,922
|
|
|||
Additions to real estate
|
663,688
|
|
|
660,877
|
|
|
2,811
|
|
|||
|
1,898,319
|
|
|
1,380,199
|
|
|
518,120
|
|
|||
|
|
|
|
|
|
||||||
Net cash used in investing activities
|
$
|
1,764,149
|
|
|
$
|
1,313,764
|
|
|
$
|
450,385
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Borrowings from secured notes payable
|
$
|
17,784
|
|
|
$
|
145,272
|
|
|
$
|
(127,488
|
)
|
Repayments of borrowings from secured notes payable
|
(155,155
|
)
|
|
(2,882
|
)
|
|
(152,273
|
)
|
|||
Proceeds from issuance of unsecured senior notes payable
|
899,321
|
|
|
424,384
|
|
|
474,937
|
|
|||
Borrowings from unsecured senior line of credit
|
3,894,000
|
|
|
2,634,000
|
|
|
1,260,000
|
|
|||
Repayments of borrowings from unsecured senior line of credit
|
(3,531,000
|
)
|
|
(2,348,000
|
)
|
|
(1,183,000
|
)
|
|||
Repayments of borrowings from unsecured senior bank term loans
|
(200,000
|
)
|
|
(200,000
|
)
|
|
—
|
|
|||
Payment of loan fees
|
(19,066
|
)
|
|
(4,343
|
)
|
|
(14,723
|
)
|
|||
Changes related to debt
|
905,884
|
|
|
648,431
|
|
|
257,453
|
|
|||
|
|
|
|
|
|
||||||
Repurchase of 7.00% Series D cumulative convertible preferred stock
|
—
|
|
|
(17,934
|
)
|
|
17,934
|
|
|||
Redemption of 6.45% Series E cumulative redeemable preferred stock
|
—
|
|
|
(130,350
|
)
|
|
130,350
|
|
|||
Proceeds from the issuance of common stock
|
696,532
|
|
|
705,391
|
|
|
(8,859
|
)
|
|||
Dividend payments
|
(284,537
|
)
|
|
(238,131
|
)
|
|
(46,406
|
)
|
|||
Contributions from noncontrolling interests
|
15,837
|
|
|
9,877
|
|
|
5,960
|
|
|||
Distributions to and purchases of noncontrolling interests
|
(25,910
|
)
|
|
(17,432
|
)
|
|
(8,478
|
)
|
|||
Net cash provided by financing activities
|
$
|
1,307,806
|
|
|
$
|
959,852
|
|
|
$
|
347,954
|
|
Summary of Key Changes in Key Sources and Uses of Capital Guidance
(In millions)
|
|
|
Guidance Midpoint
|
|
||||||||
|
|
As of 10/29/18
|
|
|
|
As of 7/30/18
|
|
|||||
Real estate dispositions and common equity
|
|
|
$
|
1,490
|
|
|
|
|
$
|
1,430
|
|
|
Acquisitions
|
|
|
$
|
1,080
|
|
|
|
|
$
|
1,010
|
|
|
Key Sources and Uses of Capital
(In millions)
|
|
2018 Guidance
|
|
Key Items Remaining After 9/30/18
|
|||||||||||||
|
Range
|
|
Midpoint
|
|
|||||||||||||
Sources of capital:
|
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities after dividends
|
|
$
|
140
|
|
|
$
|
180
|
|
|
$
|
160
|
|
|
|
|
||
Incremental debt
|
|
550
|
|
|
510
|
|
|
530
|
|
|
|
|
|||||
Real estate dispositions and common equity
|
|
1,390
|
|
|
1,590
|
|
|
1,490
|
|
|
$
|
111
|
|
(1)
|
|||
Total sources of capital
|
|
$
|
2,080
|
|
|
$
|
2,280
|
|
|
$
|
2,180
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Uses of capital:
|
|
|
|
|
|
|
|
|
|
||||||||
Construction
|
|
$
|
1,050
|
|
|
$
|
1,150
|
|
|
$
|
1,100
|
|
|
$
|
305
|
|
|
Acquisitions
|
|
1,030
|
|
|
1,130
|
|
|
1,080
|
|
|
(2)
|
|
|||||
Total uses of capital
|
|
$
|
2,080
|
|
|
$
|
2,280
|
|
|
$
|
2,180
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||||||||
Incremental debt (included above):
|
|
|
|
|
|
|
|
|
|
||||||||
Issuance of unsecured senior notes payable
|
|
$
|
900
|
|
|
$
|
900
|
|
|
$
|
900
|
|
|
|
|
||
Repayments of secured notes payable
|
|
(160
|
)
|
|
(165
|
)
|
|
(163
|
)
|
|
|
|
|||||
Repayment of unsecured senior term loan
|
|
(200
|
)
|
|
(200
|
)
|
|
(200
|
)
|
|
|
|
|||||
$2.2 billion unsecured senior line of credit/other
|
|
10
|
|
|
(25
|
)
|
|
(7
|
)
|
|
|
|
|||||
Incremental debt
|
|
$
|
550
|
|
|
$
|
510
|
|
|
$
|
530
|
|
|
|
|
(1)
|
The following transactions have been completed through September 30, 2018: (a) real estate dispositions with net proceeds aggregating
$76.0 million
(Refer to “Real Estate Asset Sales” within the “Investment in Real Estate Section” within this Item 2 for additional information), (b)
$806.5 million
from our forward equity contracts, of which we have settled
$200.2 million
, and (c) sales of common stock under our ATM programs aggregating
$496.3 million
. We expect to receive proceeds of
$606.3 million
, to be further adjusted as provided in the forward equity sales agreements, upon settlement of the remaining outstanding forward equity sales agreements prior to the expiration in April 2019. The proceeds of
$606.3 million
were calculated assuming the forward equity sales agreements will be settled entirely by the full physical delivery of shares of our common stock in exchange for cash proceeds. Although we expect to settle remaining forward equity sales agreements by the full physical delivery of shares of our common stock, we may elect cash settlement or net share settlement for all or a portion of our obligations under these agreements, either of which could result in no additional cash proceeds to us.
|
(2)
|
Refer to “Acquisitions” within the “Investments in Real Estate” section within this Item 2 for additional information.
|
|
|
Commitment
|
|
Balance
|
|
Applicable Rate
|
|
Maturity Date
(1)
|
|
Facility Fee
|
Unsecured senior line of credit
|
|
$2.2 billion
|
|
$413 million
|
|
L+0.825%
|
|
January 2024
|
|
0.15%
|
Unsecured senior bank term loan
|
|
$350 million
|
|
$350 million
|
|
L+0.90%
|
|
January 2024
|
|
N/A
|
(1)
|
Includes any extension options that we control.
|
|
|
Shares
Issued
|
|
Average Issue Price per Share
|
|
Gross Proceeds
|
|
Net
Proceeds
|
|||||||
Three Months Ended
|
|
|
|
|
|
|
|
|
|||||||
September 30, 2017
|
|
2,083,526
|
|
|
$
|
119.94
|
|
|
$
|
249,895
|
|
|
$
|
245,785
|
|
December 31, 2017
|
|
689,792
|
|
|
$
|
125.70
|
|
|
86,708
|
|
|
85,375
|
|
||
|
|
2,773,318
|
|
|
|
|
336,603
|
|
|
331,160
|
|
||||
March 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
June 30, 2018
|
|
2,456,037
|
|
|
$
|
124.46
|
|
|
305,675
|
|
|
300,837
|
|
||
September 30, 2018
|
|
703,625
|
|
|
$
|
127.91
|
|
|
90,000
|
|
|
88,548
|
|
||
|
|
3,159,662
|
|
|
|
|
|
395,675
|
|
|
389,385
|
|
|||
Cumulative activity through September 30, 2018
|
|
5,932,980
|
|
|
|
|
|
732,278
|
|
|
$
|
720,545
|
|
||
Remaining availability as of September 30, 2018
|
|
|
|
|
|
17,722
|
|
|
|
||||||
Total August 2017 ATM common stock offering program
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
|
Shares
Issued
|
|
Average Issue Price per Share
|
|
Gross Proceeds
|
|
Net Proceeds
|
|||||||
Three months ended September 30, 2018
|
|
855,458
|
|
|
$
|
127.45
|
|
|
$
|
109,031
|
|
|
$
|
106,956
|
|
Remaining availability as of September 30, 2018
|
|
|
|
|
|
640,969
|
|
|
|
||||||
Total August 2018 ATM common stock offering program
|
|
|
|
|
|
$
|
750,000
|
|
|
|
|
|
Number of Shares
|
|
Average Issue Price per Share
|
|
Net
Proceeds
|
|||||
Forward equity sales agreements settled during the three months ended:
|
|
|
|
|
|
|
|||||
March 31, 2018
|
|
843,600
|
|
|
$
|
118.74
|
|
|
$
|
100,169
|
|
June 30, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
||
September 30, 2018
|
|
857,700
|
|
|
$
|
116.62
|
|
|
100,022
|
|
|
Activity during the nine months ended September 30, 2018
|
|
1,701,300
|
|
|
|
|
200,191
|
|
|||
|
|
|
|
|
|
|
|||||
Remaining forward equity sales agreements to settle no later than April 2019, as of September 30, 2018
|
|
5,198,700
|
|
|
|
|
|
|
|||
Total under our forward equity sales agreements
|
|
6,900,000
|
|
|
|
|
$
|
806,537
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
Common stock dividends
|
$
|
280,632
|
|
|
$
|
229,814
|
|
|
$
|
50,818
|
|
7.00% Series D cumulative convertible preferred stock dividends
|
3,905
|
|
|
4,125
|
|
|
(220
|
)
|
|||
6.45% Series E cumulative redeemable preferred stock dividends
|
—
|
|
|
4,192
|
|
|
(4,192
|
)
|
|||
|
$
|
284,537
|
|
|
$
|
238,131
|
|
|
$
|
46,406
|
|
|
|
|
Payments by Period
|
||||||||||||||||
|
Total
|
|
2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
||||||||||
Secured and unsecured debt
(1) (2)
|
$
|
5,705,171
|
|
|
$
|
1,901
|
|
|
$
|
712,442
|
|
|
$
|
564,122
|
|
|
$
|
4,426,706
|
|
Estimated interest payments on fixed-rate and hedged variable-rate debt
(3)
|
1,364,026
|
|
|
39,642
|
|
|
400,652
|
|
|
360,193
|
|
|
563,539
|
|
|||||
Estimated interest payments on unhedged variable-rate debt
(4)
|
1,815
|
|
|
1,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Ground lease obligations
|
604,345
|
|
|
3,174
|
|
|
25,437
|
|
|
24,520
|
|
|
551,214
|
|
|||||
Other obligations
|
2,832
|
|
|
460
|
|
|
2,103
|
|
|
269
|
|
|
—
|
|
|||||
Total
|
$
|
7,678,189
|
|
|
$
|
46,992
|
|
|
$
|
1,140,634
|
|
|
$
|
949,104
|
|
|
$
|
5,541,459
|
|
(1)
|
Amounts represent principal amounts due and exclude unamortized premiums (discounts) and deferred financing costs reflected on the consolidated balance sheets under Item 1 of this report.
|
(2)
|
Payment dates reflect any extension options that we control.
|
(3)
|
Amounts are based upon contractual interest rates, including expenses related to our interest rate hedge agreements, interest payment dates, and scheduled maturity dates.
|
(4)
|
Interest payments on unhedged variable-rate debt are based on the interest rates in effect as of
September 30, 2018
.
|
Covenant Ratios
(1)
|
|
Requirement
|
|
September 30, 2018
|
Total Debt to Total Assets
|
Less than or equal to 60%
|
|
36%
|
|
Secured Debt to Total Assets
|
Less than or equal to 40%
|
|
4%
|
|
Consolidated EBITDA
(2)
to Interest Expense
|
Greater than or equal to 1.5x
|
|
6.1x
|
|
Unencumbered Total Asset Value to Unsecured Debt
|
Greater than or equal to 150%
|
|
256%
|
(1)
|
For definitions of the ratios, refer to the indenture at Exhibits 4.3, 4.13, and 4.18 hereto and the related supplemental indentures at Exhibits 4.4, 4.7, 4.9, 4.11, 4.14, 4.16, 4.19, 4.21, 4.23, and 4.25 hereto, which are each listed under Item 6 of this report.
|
(2)
|
The calculation of consolidated EBITDA is based on the definitions contained in our loan agreements and is not directly comparable to the computation of EBITDA as described in Exchange Act Release No. 47226.
|
Covenant Ratios
(1)
|
|
Requirement
|
|
September 30, 2018
|
|
Leverage Ratio
|
|
Less than or equal to 60.0%
|
|
29.9%
|
|
Secured Debt Ratio
|
|
Less than or equal to 45.0%
|
|
3.3%
|
|
Fixed-Charge Coverage Ratio
|
|
Greater than or equal to 1.50x
|
|
4.00x
|
|
Unsecured Interest Coverage Ratio
|
|
Greater than or equal to 1.75x
|
|
6.26x
|
|
(1)
|
For definitions of the ratios, refer to the amended $2.2 billion unsecured senior line of credit and unsecured senior bank term loan agreements filed as Exhibits 10.1 and 10.2 hereto, which are each listed under Item 6 of this report.
|
|
|
Net Unrealized Gain (Loss) on:
|
|
|
||||||||||||
|
|
Available-for-Sale Equity Securities
|
|
Interest Rate
Hedge Agreements |
|
Foreign Currency Translation
|
|
Total
|
||||||||
Balance as of December 31, 2017
|
|
$
|
49,771
|
|
|
$
|
5,157
|
|
|
$
|
(4,904
|
)
|
|
$
|
50,024
|
|
Amounts reclassified from other comprehensive income to retained earnings
|
|
(49,771
|
)
|
(1)
|
—
|
|
|
—
|
|
|
(49,771
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
2,808
|
|
|
(3,631
|
)
|
|
(823
|
)
|
||||
Amounts reclassified from other comprehensive income to net income
|
|
—
|
|
|
(3,241
|
)
|
|
—
|
|
|
(3,241
|
)
|
||||
Net other comprehensive loss
|
|
—
|
|
|
(433
|
)
|
|
(3,631
|
)
|
|
(4,064
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balance as of September 30, 2018
|
|
$
|
—
|
|
|
$
|
4,724
|
|
|
$
|
(8,535
|
)
|
|
$
|
(3,811
|
)
|
(1)
|
Refer to Note 6 – “Investments” to our unaudited consolidated financial statements under Item 1 of this report for additional information.
|
•
|
Investments in publicly traded companies are classified as investments with readily determinable fair values. These investments are carried at fair value, with changes in fair value recognized through earnings, rather than in accumulated other comprehensive income within total equity. The fair values for our investments in publicly traded companies continue to be determined based on sales prices/quotes available on securities exchanges, or published prices that serve as the basis for current transactions.
|
•
|
Investments in privately held entities without readily determinable fair values fall into two categories:
|
•
|
Investments in privately held entities that report NAV, such as our privately held investments in limited partnerships, are carried at fair value using NAV as a practical expedient with changes in fair value recognized in net income.
|
•
|
Investments in privately held entities that do not report NAV are accounted for using a measurement alternative that allows these investments to be measured at cost, adjusted for observable price changes and impairments, with changes recognized in net income.
|
•
|
For investments in publicly traded companies, reclassification of cumulative unrealized gains as of December 31, 2017, aggregating
$49.8 million
, from accumulated other comprehensive income to retained earnings.
|
•
|
For investments in privately held entities without readily determinable fair values that were previously accounted for under the cost method:
|
•
|
Adjustment to investments for unrealized gains aggregating
$90.8 million
related to investments in privately held entities that report NAV, representing the difference between fair value as of December 31, 2017, using NAV as a practical expedient and the carrying value of the investments as of December 31, 2017, with a corresponding adjustment to retained earnings.
|
•
|
No adjustment was required for investments in privately held entities that do not report NAV. The ASU requires a prospective transition approach for investments in privately held entities that do not report NAV. The FASB clarified that it would be difficult for entities to determine the last observable transaction price existing prior to the adoption of this ASU. Therefore, unlike our investments in privately held entities that report NAV that were adjusted to reflect fair values upon adoption of the new ASU, our investments in privately held entities that do not report NAV were not retrospectively adjusted to fair values upon adoption. As such, any initial valuation adjustments made for investments in privately held entities that do not report NAV subsequent to January 1, 2018, as a result of future observable price changes include recognition of unrealized gains or losses equal to the difference between the carrying basis of the investment and the observable price at the date of remeasurement.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic
|
|
$
|
208,940
|
|
|
$
|
51,273
|
|
|
$
|
394,081
|
|
|
$
|
108,564
|
|
Assumed conversion of 7.00% Series D cumulative convertible preferred stock
(1)
|
|
1,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
|
|
210,241
|
|
|
51,273
|
|
|
394,081
|
|
|
108,564
|
|
||||
Depreciation and amortization
|
|
119,600
|
|
|
107,788
|
|
|
352,671
|
|
|
309,069
|
|
||||
Noncontrolling share of depreciation and amortization from consolidated real estate JVs
|
|
(4,044
|
)
|
|
(3,608
|
)
|
|
(11,825
|
)
|
|
(10,985
|
)
|
||||
Our share of depreciation and amortization from unconsolidated real estate JVs
|
|
1,011
|
|
|
383
|
|
|
2,462
|
|
|
1,119
|
|
||||
Gain on sales of real estate – rental properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
||||
Our share of gain on sales of real estate from unconsolidated real estate JVs
(2)
|
|
(35,678
|
)
|
|
(14,106
|
)
|
|
(35,678
|
)
|
|
(14,106
|
)
|
||||
Gain on sales of real estate – land parcels
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||
Impairment of real estate – rental properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||
Assumed conversion of 7.00% Series D cumulative convertible preferred stock
(1)
|
|
—
|
|
|
—
|
|
|
3,905
|
|
|
—
|
|
||||
Allocation to unvested restricted stock awards
|
|
(1,312
|
)
|
|
(957
|
)
|
|
(4,595
|
)
|
|
(2,185
|
)
|
||||
Funds from operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
(3)
|
|
289,818
|
|
|
140,773
|
|
|
701,021
|
|
|
391,298
|
|
||||
Unrealized gains on non-real estate investments
|
|
(117,188
|
)
|
|
—
|
|
|
(194,484
|
)
|
|
—
|
|
||||
Realized gain on non-real estate investment
|
|
—
|
|
|
—
|
|
|
(8,252
|
)
|
|
—
|
|
||||
Impairment of land parcels and non-real estate investments
|
|
—
|
|
|
—
|
|
|
6,311
|
|
|
4,491
|
|
||||
Loss on early extinguishment of debt
|
|
1,122
|
|
|
—
|
|
|
1,122
|
|
|
670
|
|
||||
Our share of gain on early extinguishment of debt from unconsolidated real estate JVs
(2)
|
|
(761
|
)
|
|
—
|
|
|
(761
|
)
|
|
—
|
|
||||
Preferred stock redemption charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,279
|
|
||||
Removal of assumed conversion of 7.00% Series D cumulative convertible preferred stock
(1)
|
|
(1,301
|
)
|
|
—
|
|
|
(3,905
|
)
|
|
—
|
|
||||
Allocation to unvested restricted stock awards
|
|
1,889
|
|
|
—
|
|
|
2,938
|
|
|
(227
|
)
|
||||
Funds from operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted
|
|
$
|
173,579
|
|
|
$
|
140,773
|
|
|
$
|
503,990
|
|
|
$
|
407,511
|
|
(1)
|
Our Series D Convertible Preferred Stock is assumed to be converted when basic EPS, FFO, or FFO, as adjusted, exceeds approximately $1.75 per share, subject to conversion ratio adjustments. Refer to “Weighted-Average Shares of Common Stock Outstanding – Diluted” within this section of this Item 2 for additional information.
|
(2)
|
Classified in equity in earnings of unconsolidated real estate joint ventures in our consolidated statements of income under Item 1 of this report.
|
(3)
|
Calculated in accordance with standards established by the Advisory Board of Governors of Nareit (the “Nareit Board of Governors”) in its April 2002 White Paper and related implementation guidance.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Per share)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
|
|
$
|
1.99
|
|
|
$
|
0.55
|
|
|
$
|
3.85
|
|
|
$
|
1.20
|
|
Depreciation and amortization
|
|
1.11
|
|
|
1.11
|
|
|
3.35
|
|
|
3.26
|
|
||||
Our share of gain on sales of real estate from unconsolidated real estate JVs
|
|
(0.34
|
)
|
|
(0.15
|
)
|
|
(0.35
|
)
|
|
(0.15
|
)
|
||||
Assumed conversion of 7.00% Series D cumulative convertible preferred stock
(1)
|
|
—
|
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Allocation to unvested restricted stock awards
|
|
(0.01
|
)
|
|
—
|
|
|
(0.04
|
)
|
|
—
|
|
||||
Funds from operations per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
(2)
|
|
2.75
|
|
|
1.51
|
|
|
6.80
|
|
|
4.31
|
|
||||
Unrealized gains on non-real estate investments
|
|
(1.11
|
)
|
|
—
|
|
|
(1.90
|
)
|
|
—
|
|
||||
Realized gain on non-real estate investment
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
||||
Impairment of land parcels and non-real estate investments
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|
0.05
|
|
||||
Loss on early extinguishment of debt
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
||||
Our share of gain on early extinguishment of debt from unconsolidated real estate JVs
|
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
||||
Preferred stock redemption charge
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.12
|
|
||||
Removal of assumed conversion of 7.00% Series D cumulative convertible preferred stock
(1)
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Allocation to unvested restricted stock awards
|
|
0.02
|
|
|
—
|
|
|
0.03
|
|
|
—
|
|
||||
Funds from operations per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted, as adjusted
|
|
$
|
1.66
|
|
|
$
|
1.51
|
|
|
$
|
4.92
|
|
|
$
|
4.49
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of common stock outstanding
(1)
for calculations
of:
|
|
|
|
|
|
|
|
|
||||||||
EPS – diluted
|
|
105,385
|
|
|
93,296
|
|
|
102,354
|
|
|
90,766
|
|
||||
Funds from operations – diluted, per share
|
|
105,385
|
|
|
93,296
|
|
|
103,097
|
|
|
90,766
|
|
||||
Funds from operations – diluted, as adjusted, per share
|
|
104,641
|
|
|
93,296
|
|
|
102,354
|
|
|
90,766
|
|
(1)
|
Refer to footnote 1 on prior page for additional information.
|
(2)
|
Calculated in accordance with standards established by the Nareit Board of Governors in its April 2002 White Paper and related implementation guidance.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
219,359
|
|
|
$
|
59,546
|
|
|
$
|
421,424
|
|
|
$
|
148,597
|
|
Interest expense
|
42,244
|
|
|
31,031
|
|
|
117,256
|
|
|
92,563
|
|
||||
Income taxes
|
568
|
|
|
1,305
|
|
|
2,614
|
|
|
3,405
|
|
||||
Depreciation and amortization
|
119,600
|
|
|
107,788
|
|
|
352,671
|
|
|
309,069
|
|
||||
Stock compensation expense
|
9,986
|
|
|
7,893
|
|
|
25,209
|
|
|
18,649
|
|
||||
Loss on early extinguishment of debt
|
1,122
|
|
|
—
|
|
|
1,122
|
|
|
670
|
|
||||
Our share of gain on early extinguishment of debt from unconsolidated real estate JVs
|
(761
|
)
|
|
—
|
|
|
(761
|
)
|
|
—
|
|
||||
Gain on sales of real estate – rental properties
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
||||
Gain on sales of real estate – land parcels
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||
Our share of gain on sales of real estate from unconsolidated real estate JVs
|
(35,678
|
)
|
|
(14,106
|
)
|
|
(35,678
|
)
|
|
(14,106
|
)
|
||||
Unrealized gains on non-real estate investments
|
(117,188
|
)
|
|
—
|
|
|
(194,484
|
)
|
|
—
|
|
||||
Impairment of real estate and non-real estate investments
|
—
|
|
|
—
|
|
|
6,311
|
|
|
4,694
|
|
||||
Adjusted EBITDA
|
$
|
239,252
|
|
|
$
|
193,457
|
|
|
$
|
695,684
|
|
|
$
|
563,160
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
341,823
|
|
|
$
|
285,370
|
|
|
$
|
986,996
|
|
|
$
|
829,306
|
|
Realized gains on non-real estate investments
|
5,015
|
|
|
—
|
|
|
25,810
|
|
|
—
|
|
||||
Impairment of non-real estate investments
|
—
|
|
|
—
|
|
|
—
|
|
|
4,491
|
|
||||
Revenues, as adjusted
(1)
|
$
|
346,838
|
|
|
$
|
285,370
|
|
|
$
|
1,012,806
|
|
|
$
|
833,797
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA margins
|
69%
|
|
|
68%
|
|
|
69%
|
|
|
68%
|
|
(1)
|
Revenues, as adjusted, include realized gains or losses on non-real estate investments. We use revenues, as adjusted, in our calculation of Adjusted EBITDA margin. We believe using revenues, as adjusted, provides a more accurate Adjusted EBITDA margin calculation.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Adjusted EBITDA
|
|
$
|
239,252
|
|
|
$
|
193,457
|
|
|
$
|
695,684
|
|
|
$
|
563,160
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
$
|
42,244
|
|
|
$
|
31,031
|
|
|
$
|
117,256
|
|
|
$
|
92,563
|
|
Capitalized interest
|
|
17,431
|
|
|
17,092
|
|
|
46,318
|
|
|
45,325
|
|
||||
Amortization of loan fees
|
|
(2,734
|
)
|
|
(2,840
|
)
|
|
(7,870
|
)
|
|
(8,578
|
)
|
||||
Amortization of debt premiums
|
|
614
|
|
|
652
|
|
|
1,795
|
|
|
1,873
|
|
||||
Cash interest
|
|
57,555
|
|
|
45,935
|
|
|
157,499
|
|
|
131,183
|
|
||||
Dividends on preferred stock
|
|
1,301
|
|
|
1,302
|
|
|
3,905
|
|
|
6,364
|
|
||||
Fixed charges
|
|
$
|
58,856
|
|
|
$
|
47,237
|
|
|
$
|
161,404
|
|
|
$
|
137,547
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed-charge coverage ratio:
|
|
|
|
|
|
|
|
|
||||||||
– period annualized
|
|
4.1x
|
|
|
4.1x
|
|
|
4.3x
|
|
|
4.1x
|
|
||||
– trailing 12 months
|
|
4.3x
|
|
|
4.0x
|
|
|
4.3x
|
|
|
4.0x
|
|
•
|
Initial stabilized yield reflects rental income, including contractual rent escalations and any rent concessions over the term(s) of the lease(s), calculated on a straight-line basis.
|
•
|
Initial stabilized yield (cash basis) reflects cash rents at the stabilization date after initial rental concessions, if any, have elapsed and our total cash investment in the property.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||
Secured notes payable
|
$
|
632,792
|
|
|
$
|
771,061
|
|
Unsecured senior notes payable
|
4,290,906
|
|
|
3,395,804
|
|
||
Unsecured senior line of credit
|
413,000
|
|
|
50,000
|
|
||
Unsecured senior bank term loans
|
347,306
|
|
|
547,942
|
|
||
Unamortized deferred financing costs
|
33,008
|
|
|
29,051
|
|
||
Cash and cash equivalents
|
(204,181
|
)
|
|
(254,381
|
)
|
||
Restricted cash
|
(29,699
|
)
|
|
(22,805
|
)
|
||
Net debt
|
$
|
5,483,132
|
|
|
$
|
4,516,672
|
|
|
|
|
|
||||
Net debt
|
$
|
5,483,132
|
|
|
$
|
4,516,672
|
|
7.00% Series D cumulative convertible preferred stock
|
74,386
|
|
|
74,386
|
|
||
Net debt and preferred stock
|
$
|
5,557,518
|
|
|
$
|
4,591,058
|
|
|
|
|
|
||||
Adjusted EBITDA:
|
|
|
|
||||
– quarter annualized
|
$
|
957,008
|
|
|
$
|
817,392
|
|
– trailing 12 months
|
$
|
900,032
|
|
|
$
|
767,508
|
|
|
|
|
|
||||
Net debt to Adjusted EBITDA:
|
|
|
|
||||
– quarter annualized
|
5.7
|
x
|
|
5.5
|
x
|
||
– trailing 12 months
|
6.1
|
x
|
|
5.9
|
x
|
||
Net debt and preferred stock to Adjusted EBITDA:
|
|
|
|
||||
– quarter annualized
|
5.8
|
x
|
|
5.6
|
x
|
||
– trailing 12 months
|
6.2
|
x
|
|
6.0
|
x
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||
(In thousands)
|
|
9/30/18
|
|
6/30/18
|
|
12/31/17
|
|
9/30/17
|
|
9/30/18
|
|
9/30/17
|
||||||||||||
Net income
|
|
$
|
219,359
|
|
|
$
|
60,547
|
|
|
$
|
45,607
|
|
|
$
|
59,546
|
|
|
$
|
421,424
|
|
|
$
|
148,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in earnings of unconsolidated real estate joint ventures
|
|
(40,718
|
)
|
|
(1,090
|
)
|
|
(376
|
)
|
|
(14,100
|
)
|
|
(42,952
|
)
|
|
(15,050
|
)
|
||||||
General and administrative expenses
|
|
22,660
|
|
|
22,939
|
|
|
18,910
|
|
|
17,636
|
|
|
68,020
|
|
|
56,099
|
|
||||||
Interest expense
|
|
42,244
|
|
|
38,097
|
|
|
36,082
|
|
|
31,031
|
|
|
117,256
|
|
|
92,563
|
|
||||||
Depreciation and amortization
|
|
119,600
|
|
|
118,852
|
|
|
107,714
|
|
|
107,788
|
|
|
352,671
|
|
|
309,069
|
|
||||||
Impairment of real estate
|
|
—
|
|
|
6,311
|
|
|
—
|
|
|
—
|
|
|
6,311
|
|
|
203
|
|
||||||
Loss on early extinguishment of debt
|
|
1,122
|
|
|
—
|
|
|
2,781
|
|
|
—
|
|
|
1,122
|
|
|
670
|
|
||||||
Gain on sales of real estate – rental properties
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
||||||
Gain on sales of real estate – land parcels
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
||||||
Investment income
|
|
(122,203
|
)
|
|
(12,530
|
)
|
|
—
|
|
|
—
|
|
|
(220,294
|
)
|
|
—
|
|
||||||
Net operating income
|
|
242,064
|
|
|
233,126
|
|
|
210,718
|
|
|
201,901
|
|
|
703,558
|
|
|
591,770
|
|
||||||
Straight-line rent revenue
|
|
(20,070
|
)
|
|
(23,259
|
)
|
|
(33,281
|
)
|
|
(20,865
|
)
|
|
(75,960
|
)
|
|
(74,362
|
)
|
||||||
Amortization of acquired below-market leases
|
|
(5,220
|
)
|
|
(5,198
|
)
|
|
(4,147
|
)
|
|
(4,545
|
)
|
|
(16,588
|
)
|
|
(14,908
|
)
|
||||||
Net operating income (cash basis)
|
|
$
|
216,774
|
|
|
$
|
204,669
|
|
|
$
|
173,290
|
|
|
$
|
176,491
|
|
|
$
|
611,010
|
|
|
$
|
502,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net operating income (cash basis) – annualized
|
|
$
|
867,096
|
|
|
$
|
818,676
|
|
|
$
|
693,160
|
|
|
$
|
705,964
|
|
|
$
|
814,680
|
|
|
$
|
670,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net operating income (from above)
|
|
$
|
242,064
|
|
|
$
|
233,126
|
|
|
$
|
210,718
|
|
|
$
|
201,901
|
|
|
$
|
703,558
|
|
|
$
|
591,770
|
|
Revenues
|
|
$
|
341,823
|
|
|
$
|
325,034
|
|
|
$
|
298,791
|
|
|
$
|
285,370
|
|
|
$
|
986,996
|
|
|
$
|
829,306
|
|
Operating margin
|
|
71%
|
|
72%
|
|
71%
|
|
71%
|
|
71%
|
|
71%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Unencumbered net operating income
|
$
|
213,107
|
|
|
$
|
164,291
|
|
|
$
|
616,549
|
|
|
$
|
479,754
|
|
Encumbered net operating income
|
28,957
|
|
|
37,610
|
|
|
87,009
|
|
|
112,016
|
|
||||
Total net operating income
|
$
|
242,064
|
|
|
$
|
201,901
|
|
|
$
|
703,558
|
|
|
$
|
591,770
|
|
Unencumbered net operating income as a percentage of total net operating income
|
88%
|
|
|
81%
|
|
|
88%
|
|
|
81%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Weighted-average shares of common stock outstanding:
|
|
|
|
|
|
|
|
||||
Basic shares for EPS
|
104,179
|
|
|
92,598
|
|
|
101,991
|
|
|
90,336
|
|
Outstanding forward equity sales agreements
|
462
|
|
|
698
|
|
|
363
|
|
|
430
|
|
Series D Convertible Preferred Stock
|
744
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted for EPS
|
105,385
|
|
|
93,296
|
|
|
102,354
|
|
|
90,766
|
|
|
|
|
|
|
|
|
|
||||
Basic shares for EPS
|
104,179
|
|
|
92,598
|
|
|
101,991
|
|
|
90,336
|
|
Outstanding forward equity sales agreements
|
462
|
|
|
698
|
|
|
363
|
|
|
430
|
|
Series D Convertible Preferred Stock
|
744
|
|
|
—
|
|
|
743
|
|
|
—
|
|
Diluted for FFO
|
105,385
|
|
|
93,296
|
|
|
103,097
|
|
|
90,766
|
|
|
|
|
|
|
|
|
|
||||
Basic shares for EPS
|
104,179
|
|
|
92,598
|
|
|
101,991
|
|
|
90,336
|
|
Outstanding forward equity sales agreements
|
462
|
|
|
698
|
|
|
363
|
|
|
430
|
|
Series D Convertible Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Diluted for FFO, as adjusted
|
104,641
|
|
|
93,296
|
|
|
102,354
|
|
|
90,766
|
|
Annualized effect on future earnings due to variable-rate debt:
|
|
||
Rate increase of 1%
|
$
|
(2,406
|
)
|
Rate decrease of 1%
|
$
|
2,406
|
|
|
|
||
Effect on fair value of total consolidated debt and interest rate hedge agreements:
|
|
||
Rate increase of 1%
|
$
|
(248,960
|
)
|
Rate decrease of 1%
|
$
|
267,665
|
|
Equity price risk:
|
|
||
Fair value increase of 10%
|
$
|
95,736
|
|
Fair value decrease of 10%
|
$
|
(95,736
|
)
|
Effect on potential future earnings due to foreign currency exchange rate:
|
|
||
Rate increase of 10%
|
$
|
80
|
|
Rate decrease of 10%
|
$
|
(80
|
)
|
|
|
||
Effect on the fair value of net investment in foreign subsidiaries due to foreign currency exchange rate:
|
|
||
Rate increase of 10%
|
$
|
10,262
|
|
Rate decrease of 10%
|
$
|
(10,262
|
)
|
•
|
We may not complete development or redevelopment projects on schedule or within budgeted amounts;
|
•
|
We may be unable to lease development or redevelopment projects on schedule or within budgeted amounts;
|
•
|
We may encounter project delays or cancellations due to unavailability of necessary labor or construction materials;
|
•
|
We may expend funds on, and devote management’s time to, development and redevelopment projects that we may not complete;
|
•
|
We may abandon development or redevelopment projects after we begin to explore them, and as a result, we may lose deposits or fail to recover costs already incurred;
|
•
|
Market and economic conditions may deteriorate, which can result in lower-than-expected rental rates;
|
•
|
We may face higher operating costs than we anticipated for development or redevelopment projects, including insurance premiums, utilities, real estate taxes, and costs of complying with changes in government regulations or increases in tariffs;
|
•
|
We may face higher requirements for capital improvements than we anticipated for development or redevelopment projects, particularly in older structures;
|
•
|
We may be unable to proceed with development or redevelopment projects because we cannot obtain debt and/or equity financing on favorable terms or at all;
|
•
|
We may fail to retain tenants that have pre-leased our development or redevelopment projects if we do not complete the construction of these properties in a timely manner or to the tenants’ specifications;
|
•
|
Tenants that have pre-leased our development or redevelopment projects may file for bankruptcy or become insolvent, which may adversely affect the income produced by, and the value of, our properties or require us to change the scope of the project, which may potentially result in higher construction costs and lower financial returns;
|
•
|
We may encounter delays, refusals, unforeseen cost increases, and other impairments resulting from third-party litigation or severe weather conditions;
|
•
|
We may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy, and other required government permits and authorizations; and
|
•
|
Development or redevelopment projects may have defects we do not discover through our inspection processes, including latent defects that may not reveal themselves until many years after we put a property in service.
|
•
|
Significant changes to our balance sheet relating to the recognition of operating leases as assets or liabilities based on existing lease terms and whether we are the lessor or lessee;
|
•
|
Significant changes in the timing of revenue recognition (related to lease arrangements in which we are the lessor) or expense recognition (related to the lease arrangements in which we are the lessee) stemming from the potential classification of financing or sales-type leases under the new ASU, for leases that are classified as operating leases under the current accounting standards;
|
•
|
Significant fluctuations in our reported results of operations, including fluctuations in our expenses related to amortization of new lease-related assets and/or liabilities and assumed interest costs with leases;
|
•
|
Significant fluctuations in our reported results of operations, including an increase in our general and administrative expenses related to payroll costs, legal costs, and other out-of-pocket costs incurred as part of the leasing process prior to the execution of a lease that will no longer qualify for capitalization as initial direct costs and will instead be expensed as incurred; and
|
•
|
Significant fluctuations in our reported results of operations that may result from the classification of future ground leases as finance leases compared to operating leases. Under current guidance, all ground leases are accounted for as operating leases, with ground lease payments straight-lined over the term of the ground lease. Under the new lease accounting, ground leases can qualify for classification as finance leases, which are recognized in operating results using an effective interest method. The classification of ground leases as operating leases or finance leases may result in different timing of expense recognition over the term of the ground leases.
|
•
|
Disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our tenants;
|
•
|
Result in misstated financial reports, violations of loan covenants, missed reporting deadlines, and/or missed permitting deadlines;
|
•
|
Result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;
|
•
|
Result in the unauthorized access to, and destruction, loss, theft, misappropriation, or release of, proprietary, confidential, sensitive, or otherwise valuable information of ours or others, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes and outcomes;
|
•
|
Result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;
|
•
|
Require significant management attention and resources to remedy any damages that result;
|
•
|
Subject us to claims for breach of contract, damages, credits, penalties, or termination of leases or other agreements; or
|
•
|
Damage our reputation among our tenants and investors.
|
Exhibit
Number
|
|
Exhibit Title
|
|
Incorporated by Reference to:
|
|
Date Filed
|
3.1*
|
|
|
Form 10-Q
|
|
August 14, 1997
|
|
3.2*
|
|
|
Form 10-Q
|
|
August 14, 1997
|
|
3.3*
|
|
|
Form 8-K
|
|
May 12, 2017
|
|
3.4*
|
|
|
Form 8-K
|
|
August 2, 2018
|
|
3.5*
|
|
|
Form 10-Q
|
|
August 13, 1999
|
|
3.6*
|
|
|
Form 8-K
|
|
February 10, 2000
|
|
3.7*
|
|
|
Form 8-K
|
|
February 10, 2000
|
|
3.8*
|
|
|
Form 8-A
|
|
January 18, 2002
|
|
3.9*
|
|
|
Form 8-A
|
|
June 28, 2004
|
|
3.10*
|
|
|
Form 8-K
|
|
March 25, 2008
|
|
3.11*
|
|
|
Form 8-K
|
|
March 14, 2012
|
|
3.12*
|
|
|
Form 8-K
|
|
May 12, 2017
|
|
4.1*
|
|
|
Form 10-Q
|
|
May 5, 2011
|
|
4.2*
|
|
|
Form 8-K
|
|
March 25, 2008
|
|
4.3*
|
|
|
Form 8-K
|
|
February 29, 2012
|
|
4.4*
|
|
|
Form 8-K
|
|
February 29, 2012
|
|
4.5*
|
|
|
Form 8-K
|
|
February 29, 2012
|
|
4.6*
|
|
|
Form 8-A
|
|
March 12, 2012
|
|
4.7*
|
|
|
Form 8-K
|
|
June 7, 2013
|
|
4.8*
|
|
|
Form 8-K
|
|
June 7, 2013
|
|
4.9*
|
|
|
Form 8-K
|
|
July 18, 2014
|
|
4.10*
|
|
|
Form 8-K
|
|
July 18, 2014
|
|
4.11*
|
|
|
Form 8-K
|
|
July 18, 2014
|
|
4.12*
|
|
|
Form 8-K
|
|
July 18, 2014
|
|
4.13*
|
|
|
Form 8-K
|
|
November 17, 2015
|
Exhibit
Number
|
|
Exhibit Title
|
|
Incorporated by Reference to:
|
|
Date Filed
|
4.14*
|
|
|
Form 8-K
|
|
November 17, 2015
|
|
4.15*
|
|
|
Form 8-K
|
|
November 17, 2015
|
|
4.16*
|
|
|
Form 8-K
|
|
June 10, 2016
|
|
4.17*
|
|
|
Form 8-K
|
|
June 10, 2016
|
|
4.18*
|
|
|
Form 8-K
|
|
March 3, 2017
|
|
4.19*
|
|
|
Form 8-K
|
|
March 3, 2017
|
|
4.20*
|
|
|
Form 8-K
|
|
March 3, 2017
|
|
4.21*
|
|
|
Form 8-K
|
|
November 20, 2017
|
|
4.22*
|
|
|
Form 8-K
|
|
November 20, 2017
|
|
4.23*
|
|
|
Form 8-K
|
|
June 21, 2018
|
|
4.24*
|
|
|
Form 8-K
|
|
June 21, 2018
|
|
4.25*
|
|
|
Form 8-K
|
|
June 21, 2018
|
|
4.26*
|
|
|
Form 8-K
|
|
June 21, 2018
|
|
10.1
|
|
|
N/A
|
|
Filed herewith
|
|
10.2
|
|
|
N/A
|
|
Filed herewith
|
|
12.1
|
|
|
N/A
|
|
Filed herewith
|
Exhibit
Number
|
|
Exhibit Title
|
|
Incorporated by Reference to:
|
|
Date Filed
|
31.1
|
|
|
N/A
|
|
Filed herewith
|
|
31.2
|
|
|
N/A
|
|
Filed herewith
|
|
31.3
|
|
|
N/A
|
|
Filed herewith
|
|
31.4
|
|
|
N/A
|
|
Filed herewith
|
|
32.0
|
|
|
N/A
|
|
Filed herewith
|
|
101
|
|
The following materials from the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2018 formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited), (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2018 and 2017 (unaudited), (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2018 and 2017 (unaudited), (iv) Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests for the nine months ended September 30, 2018 (unaudited), (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited), and (vi) Notes to Consolidated Financial Statements (unaudited)
|
|
N/A
|
|
Filed herewith
|
|
ALEXANDRIA REAL ESTATE EQUITIES, INC.
|
|
|
|
|
|
/s/ Joel S. Marcus
|
|
Joel S. Marcus
Executive Chairman
(Principal Executive Officer) |
|
|
|
|
|
/s/ Stephen A. Richardson
|
|
Stephen A. Richardson
Co-Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Peter M. Moglia
|
|
Peter M. Moglia
Co-Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Dean A. Shigenaga
|
|
Dean A. Shigenaga
Chief Financial Officer
(Principal Financial Officer)
|
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
|
1
|
1.01
|
Defined Terms. 1
|
1.02
|
Other Interpretive Provisions. 38
|
1.03
|
Accounting Terms/Financial Covenants. 39
|
1.04
|
Exchange Rates; Currency Equivalents. 39
|
1.05
|
Additional Alternative Currencies. 40
|
1.06
|
Change of Currency. 41
|
1.07
|
Times of Day. 41
|
1.08
|
Letter of Credit Amounts. 41
|
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
|
41
|
2.01
|
Committed Loans. 41
|
2.02
|
Borrowings, Conversions and Continuations of Committed Loans. 42
|
2.03
|
Letters of Credit. 47
|
2.04
|
[Reserved]. 57
|
2.04A
|
Bid Loans. 57
|
2.05
|
Prepayments. 59
|
2.06
|
Termination or Reduction of Aggregate Revolving Commitments. 60
|
2.07
|
Repayment of Loans. 61
|
2.08
|
Interest. 61
|
2.09
|
Fees. 62
|
2.10
|
Computation of Interest and Fees. 63
|
2.11
|
Evidence of Debt. 63
|
2.12
|
Payments Generally; Administrative Agent’s Clawback. 64
|
2.13
|
Sharing of Payments by Lenders. 66
|
2.14
|
Extension of Revolving Commitment Termination Date. 66
|
2.15
|
Increase in Commitments. 67
|
2.16
|
Cash Collateral. 69
|
2.17
|
Defaulting Lenders. 70
|
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
|
72
|
3.01
|
Taxes. 72
|
3.02
|
Illegality. 77
|
3.03
|
Inability to Determine Rates. 78
|
3.04
|
Increased Costs; Reserves on Eurocurrency Rate Loans and LIBOR Floating Rate Loans. 79
|
3.05
|
Compensation for Losses. 81
|
3.06
|
Mitigation Obligations; Replacement of Lenders. 81
|
3.07
|
LIBOR Successor Rate. 82
|
3.08
|
Survival. 83
|
ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS AGREEMENT AND FURTHER CREDIT EXTENSIONS
|
83
|
4.01
|
Conditions of Effectiveness of this Agreement. 83
|
4.02
|
Conditions to all Credit Extensions. 85
|
ARTICLE V REPRESENTATIONS AND WARRANTIES
|
85
|
5.01
|
Existence, Qualification and Power; Compliance with Laws. 85
|
5.02
|
Authorization; No Contravention. 86
|
5.03
|
Governmental Authorization; Other Consents. 86
|
5.04
|
Binding Effect. 86
|
5.05
|
Financial Statements; No Material Adverse Effect. 86
|
5.06
|
Litigation. 87
|
5.07
|
No Default. 87
|
5.08
|
Ownership of Property; Liens. 87
|
5.09
|
Environmental Compliance. 87
|
5.10
|
Insurance. 87
|
5.11
|
Taxes. 87
|
5.12
|
ERISA Compliance. 87
|
5.13
|
Margin Regulations; Investment Company Act; REIT Status. 88
|
5.14
|
Disclosure. 88
|
5.15
|
Compliance with Laws. 89
|
5.16
|
Intellectual Property; Licenses, Etc. 89
|
5.17
|
EEA Financial Institution. 89
|
5.18
|
Property. 89
|
5.19
|
OFAC. 89
|
5.20
|
Solvency. 89
|
5.21
|
Anti-Corruption Laws. 89
|
ARTICLE VI AFFIRMATIVE COVENANTS
|
90
|
6.01
|
Financial Statements. 90
|
6.02
|
Certificates; Other Information. 90
|
6.03
|
Payment of Obligations. 92
|
6.04
|
Preservation of Existence, Etc. 92
|
6.05
|
Maintenance of Properties. 92
|
6.06
|
Maintenance of Insurance. 93
|
6.07
|
Compliance with Laws. 93
|
6.08
|
Books and Records. 93
|
6.09
|
Inspection Rights. 93
|
6.10
|
Use of Proceeds. 93
|
ARTICLE VII NEGATIVE COVENANTS
|
93
|
7.01
|
[Reserved]. 94
|
7.02
|
[Reserved]. 94
|
7.03
|
Fundamental Changes. 94
|
7.04
|
Restricted Payments. 94
|
7.05
|
Change in Nature of Business. 94
|
7.06
|
Transactions with Affiliates. 94
|
7.07
|
Burdensome Agreements. 94
|
7.08
|
[Reserved] 95
|
7.09
|
Financial Covenants. 95
|
7.10
|
Sanctions. 95
|
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
|
95
|
8.01
|
Events of Default. 95
|
8.02
|
Remedies Upon Event of Default. 97
|
8.03
|
Application of Funds. 98
|
ARTICLE IX ADMINISTRATIVE AGENT
|
98
|
9.01
|
Appointment and Authority. 98
|
9.02
|
Rights as a Lender. 99
|
9.03
|
Exculpatory Provisions. 99
|
9.04
|
Reliance by Administrative Agent. 100
|
9.05
|
Delegation of Duties. 100
|
9.06
|
Successor Administrative Agent. 100
|
9.07
|
Non‑Reliance on Administrative Agent and Other Lenders. 101
|
9.08
|
No Other Duties, Etc. 102
|
9.09
|
Administrative Agent May File Proofs of Claim. 102
|
9.10
|
Collateral and Borrower Matters. 102
|
9.11
|
No Obligations of Credit Parties. 103
|
9.12
|
Lender Representations Regarding ERISA. 103
|
ARTICLE X MISCELLANEOUS
|
105
|
10.01
|
Amendments, Etc. 105
|
10.02
|
Notices; Effectiveness; Electronic Communication. 106
|
10.03
|
No Waiver; Cumulative Remedies. 109
|
10.04
|
Expenses; Indemnity; Damage Waiver. 109
|
10.05
|
Payments Set Aside. 111
|
10.06
|
Successors and Assigns. 111
|
10.07
|
Treatment of Certain Information; Confidentiality. 116
|
10.08
|
Right of Setoff. 118
|
10.09
|
Interest Rate Limitation. 119
|
10.10
|
Counterparts; Integration; Effectiveness. 119
|
10.11
|
Survival of Representations and Warranties. 119
|
10.12
|
Severability. 119
|
10.13
|
Replacement of Lenders. 120
|
10.14
|
Governing Law; Jurisdiction; Etc. 121
|
10.15
|
Waiver of Jury Trial. 121
|
10.16
|
USA PATRIOT Act Notice. 122
|
10.17
|
Electronic Execution of Assignments and Certain Other Documents. 122
|
10.18
|
Lender Representation Regarding Plan Assets. 122
|
10.19
|
ENTIRE AGREEMENT. 122
|
10.20
|
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 122
|
10.21
|
Release of a Guarantor. 123
|
10.22
|
No Advisory or Fiduciary Responsibility. 123
|
10.23
|
Judgment Currency. 124
|
10.24
|
Alternative Currency Fronting Lenders; Fronting Commitments. 124
|
10.25
|
Existing Notes. 125
|
10.26
|
Amendment and Restatement. 125
|
ARTICLE XI GUARANTY
|
126
|
11.01
|
The Guaranty. 126
|
11.02
|
Obligations Unconditional. 126
|
11.03
|
Reinstatement. 127
|
11.04
|
Certain Additional Waivers. 127
|
11.05
|
Remedies. 127
|
11.06
|
Rights of Contribution. 127
|
11.07
|
Guarantee of Payment; Continuing Guarantee. 127
|
11.08
|
Additional Guarantors. 128
|
Pricing Level
|
Debt Rating
|
Eurocurrency
Rate/LIBOR Daily Floating Rate Applicable Margin |
Base
Rate Applicable Margin |
Facility Fee
|
1
|
>
A / A2
|
0.750%
|
0.000%
|
0.100%
|
2
|
A- / A3
|
0.775%
|
0.000%
|
0.125%
|
3
|
BBB+ / Baal
|
0.825%
|
0.000%
|
0.150%
|
4
|
BBB / Baa2
|
0.900%
|
0.000%
|
0.200%
|
5
|
BBB-
/
Baa3
|
1.100%
|
0.100%
|
0.250%
|
6
|
< BBB- / Baa3 or Unrated
|
1.450%
|
0.450%
|
0.300%
|
GUARANTOR:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.
, a Delaware limited partnership
|
AGREEMENT AND THE BORROWING
|
46
|
MISCELLANEOUS
|
68
|
Pricing
Level |
Debt Rating
|
Eurodollar
Rate + |
Base Rate +
|
1
|
>
A / A2
|
0.80%
|
0.0%
|
2
|
A- / A3
|
0.85%
|
0.0%
|
3
|
BBB+ / Baal
|
0.90%
|
0.0%
|
4
|
BBB / Baa2
|
1.00%
|
0.0%
|
5
|
BBB-
/
Baa3
|
1.25%
|
0.25%
|
6
|
Unrated or < BBB- / Baa3
|
1.65%
|
0.65%
|
(a)
|
satisfies the Base Qualifications;
|
(b)
|
constitutes a Development Investment; and
|
(c)
|
does not otherwise constitute a Qualified Revenue-Producing Property or Qualified Land.
|
(a)
|
satisfies the Base Qualifications;
|
(b)
|
is entitled; and
|
(c)
|
does not otherwise constitute a Qualified Revenue-Producing Property or Qualified Development Asset.
|
(a)
|
satisfies the Base Qualifications;
|
(b)
|
is occupied or available for occupancy (subject to final tenant improvements); and
|
(c)
|
does not otherwise constitute a Qualified Development Asset or Qualified Land.
|
(b)
|
(i)
Funding by Lenders: Presumption by Administrative Agent
. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing
of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 Noon on the date of such Borrowing), the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to such Borrowing. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
|
(c)
|
This Section shall supersede any provisions in Section 11.01 to the contrary.
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||||||||||||
|
|
Nine Months Ended September 30, 2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before noncontrolling interests
(a)
|
|
$
|
378,472
|
|
|
$
|
178,778
|
|
|
$
|
(49,615
|
)
|
|
$
|
144,506
|
|
|
$
|
104,991
|
|
|
$
|
139,349
|
|
|
Add: interest expense
|
|
117,256
|
|
|
128,645
|
|
|
106,953
|
|
|
105,813
|
|
|
79,299
|
|
|
67,952
|
|
|
||||||
Subtract: noncontrolling interests in income of subsidiaries that have not incurred fixed charges
|
|
(17,428
|
)
|
|
(25,111
|
)
|
|
(16,102
|
)
|
|
(1,897
|
)
|
|
(4,856
|
)
|
|
(954
|
)
|
|
||||||
Earnings available for fixed charges
(b)
|
|
$
|
478,300
|
|
|
$
|
282,312
|
|
|
$
|
41,236
|
|
|
$
|
248,422
|
|
|
$
|
179,434
|
|
|
$
|
206,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest incurred
|
|
$
|
163,574
|
|
|
$
|
186,867
|
|
|
$
|
159,403
|
|
|
$
|
142,353
|
|
|
$
|
126,287
|
|
|
$
|
128,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Preferred stock dividends
|
|
3,905
|
|
|
7,666
|
|
|
20,223
|
|
|
24,986
|
|
|
25,698
|
|
|
25,885
|
|
|
||||||
Preferred stock redemption charge
|
|
—
|
|
|
11,279
|
|
|
61,267
|
|
|
—
|
|
|
1,989
|
|
|
—
|
|
|
||||||
Total combined fixed charges and preferred stock dividends
|
|
$
|
167,479
|
|
|
$
|
205,812
|
|
|
$
|
240,893
|
|
|
$
|
167,339
|
|
|
$
|
153,974
|
|
|
$
|
153,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated ratio of earnings to fixed charges
|
|
2.92
|
|
(c)
|
1.51
|
|
(d)
|
0.26
|
|
(e)
|
1.75
|
|
(f)
|
1.42
|
|
(g)
|
1.61
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated ratio of earnings to combined fixed charges and preferred stock dividends
|
|
2.86
|
|
(c)
|
1.37
|
|
(d)
|
0.17
|
|
(e)
|
1.48
|
|
(f)
|
1.17
|
|
(g)
|
1.34
|
|
|
(a)
|
Includes gains on sales of land parcels that are not attributable to discontinued operations and excludes equity in earnings from unconsolidated real estate joint ventures.
|
(b)
|
For purposes of calculating the consolidated ratio of earnings to fixed charges and consolidated ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of income from continuing operations before noncontrolling interests and interest expense less noncontrolling interests in income of subsidiaries that have not incurred fixed charges. Fixed charges consist of interest incurred (including amortization of deferred financing costs and capitalized interest).
|
(c)
|
Ratios for the
nine months ended September 30, 2018
, include the effect of impairment of real estate aggregating
$6.3 million
, loss on early extinguishment of debt aggregating
$1.1 million
, and unrealized gains aggregating
$194.5 million
classified within investment income in our consolidated statements of income.
|
(d)
|
Ratios for the year ended December 31, 2017, include the effect of losses on early extinguishment of debt aggregating $3.5 million, a preferred stock redemption charge of $11.3 million, and impairment of real estate of $203 thousand.
|
(e)
|
Fixed charges and combined fixed charges and preferred stock dividends exceeded earnings by $118.2 million and $199.7 million, respectively, for the year ended December 31, 2016. Ratios for the year ended December 31, 2016, include the effect of losses on early extinguishment of debt aggregating $3.2 million, a preferred stock redemption charge of $61.3 million, and impairment of real estate of $209.3 million.
|
(f)
|
Ratios for the year ended December 31, 2015, include the effect of losses on early extinguishment of debt of $189 thousand and impairment of real estate of $23.3 million.
|
(g)
|
Ratios for the year ended December 31, 2014, include the effect of losses on early extinguishment of debt aggregating $525 thousand, a preferred stock redemption charge of $2.0 million, impairment of land parcel of $24.7 million, and impairment of real estate of $27.0 million.
|
|
/s/ Joel S. Marcus
|
|
Joel S. Marcus
|
|
Executive Chairman
|
|
/s/ Stephen A. Richardson
|
|
Stephen A. Richardson
|
|
Co-Chief Executive Officer
|
|
/s/ Peter M. Moglia
|
|
Peter M. Moglia
|
|
Co-Chief Executive Officer
|
|
/s/ Dean A. Shigenaga
|
|
Dean A. Shigenaga
|
|
Chief Financial Officer
|
|
/s/ Joel S. Marcus
|
|
Joel S. Marcus
|
|
Executive Chairman
|
|
/s/ Stephen A. Richardson
|
|
Stephen A. Richardson
|
|
Co-Chief Executive Officer
|
|
/s/ Peter M. Moglia
|
|
Peter M. Moglia
|
|
Co-Chief Executive Officer
|
|
/s/ Dean A. Shigenaga
|
|
Dean A. Shigenaga
|
|
Chief Financial Officer
|