UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
(Mark One)[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission file number 1-12993
ALEXANDRIA REAL ESTATE EQUITIES, INC.(Exact name of registrant as specified in its charter)
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(626) 578-0777
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ],
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES [X] NO [ ],
As of August 12, 2003, 19,125,548 shares of common stock, par value $.01 per share, were outstanding.
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Alexandria Real Estate Equities, Inc. and SubsidiariesCondensed Consolidated Balance Sheets(Unaudited)(DOLLARS IN THOUSANDS)
June 30, December 31, 2003 2002 ------------ ------------ AssetsRental properties, net $977,521 $976,422 Properties under development 130,231 68,386 Cash and cash equivalents 3,998 3,790 Tenant security deposits and other restricted cash 9,967 8,020 Tenant receivables 2,470 2,641 Deferred rent 29,463 26,063 Other assets 78,101 73,921 ------------ ------------ Total assets $1,231,751 $1,159,243 ============ ============Liabilities and Stockholders' EquitySecured notes payable $311,812 $276,878 Unsecured line of credit 370,000 338,000 Accounts payable, accrued expenses and tenant security deposits 48,476 47,118 Dividends payable 11,990 11,394 ------------ ------------ Total liabilities 742,278 673,390 Stockholders' equity: Series A preferred stock 38,588 38,588 Series B preferred stock 57,500 57,500 Common stock 191 190 Additional paid-in capital 402,659 399,831 Deferred compensation (762) (1,432) Retained earnings - - Accumulated other comprehensive income (8,703) (8,824) ------------ ------------ Total stockholders' equity 489,473 485,853 ------------ ------------ Total liabilities and stockholders' equity $1,231,751 $1,159,243 ============ ============
See accompanying notes.
Alexandria Real Estate Equities, Inc. and SubsidiariesCondensed Consolidated Income Statements(Unaudited)(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- RevenuesRental $31,670 $27,853 $63,316 $54,323 Tenant recoveries 7,975 6,683 16,598 13,402 Interest and other income 413 305 757 788 ----------- ----------- ----------- ----------- 40,058 34,841 80,671 68,513ExpensesRental operations 8,347 6,898 17,133 13,556 General and administrative 3,544 3,308 7,093 6,781 Interest 6,512 6,517 13,383 12,876 Depreciation and amortization 9,760 8,314 19,221 16,308 ----------- ----------- ----------- ----------- 28,163 25,037 56,830 49,521 Income from continuing operations 11,895 9,804 23,841 18,992 Income from discontinued operations, net 654 416 857 831 ----------- ----------- ----------- ----------- Net income $12,549 $10,220 $24,698 $19,823 =========== =========== =========== =========== Dividends on preferred stock 2,225 2,225 4,450 4,130 ----------- ----------- ----------- ----------- Net income available to common stockholders $10,324 $7,995 $20,248 $15,693 =========== =========== =========== =========== Basic income per common share: Income from continuing operati $0.63 $0.59 $1.26 $1.15 =========== =========== =========== =========== Income from discontinued operations $0.03 $0.02 $0.05 $0.05 =========== =========== =========== =========== Net income $0.66 $0.61 $1.31 $1.20 =========== =========== =========== =========== Net income available to common stockholder $0.54 $0.48 $1.07 $0.95 =========== =========== =========== =========== Diluted income per common share: Income from continuing operations $0.62 $0.57 $1.24 $1.12 =========== =========== =========== =========== Income from discontinued operations $0.03 $0.02 $0.04 $0.05 =========== =========== =========== =========== Net income $0.65 $0.60 $1.29 $1.17 =========== =========== =========== =========== Net income available to common stockholder $0.54 $0.47 $1.06 $0.93 =========== =========== =========== =========== Weighted average shares of common stock outstanding: -Basic 18,952,445 16,747,201 18,924,290 16,579,163 =========== =========== =========== =========== -Diluted 19,190,472 17,117,830 19,160,395 16,920,762 =========== =========== =========== ===========
Alexandria Real Estate Equities, Inc. and SubsidiariesCondensed Consolidated Statements of Cash Flows(Unaudited)(DOLLARS IN THOUSANDS)
Six Months Ended June 30, ---------------------- 2003 2002 ---------- ---------- Operating ActivitiesNet income $24,698 $19,823 Adjustments to reconcile net income to net cash provided by operating activities: Loss on sale of property 455 - Depreciation and amortization 19,221 16,794 Amortization of loan fees and costs 979 1,489 Amortization of premiums on secured notes (185) (176) Stock compensation expense 1,337 1,929 Changes in operating assets and liabilties: Tenant security deposits and other restricted cash (1,947) 1,290 Tenant receivables 171 1,623 Deferred rent (3,400) (2,405) Other assets (2,351) (6,515) Accounts payable, accrued expenses and tenant security deposits 958 (6,892) ---------- ---------- Net cash provided by operating activities 39,936 26,960 ---------- ----------Investing ActivitiesPurchase of rental properties (3,677) (50,287) Proceeds from sale of property 6,558 - Additions to rental properties (24,296) (22,415) Additions to properties under development (55,177) (17,529) Additions to investments, net (4,677) (8,898) ---------- ---------- Net cash used in investing activities (81,269) (99,129) ---------- ----------Financing ActivitiesProceeds from secured notes payable 34,667 2,913 Proceeds from exercise of stock options 1,819 3,376 Proceeds from issuance of common stock - 16,077 Proceeds from issuance of preferred stock - 55,129 Proceeds from repayment of note receivable - 6,000 Net borrowings from unsecured line of credit 32,000 11,000 Principal reductions of secured notes payable (2,932) (2,777) Dividends paid on common stock (19,563) (15,945) Dividends paid on preferred stock (4,450) (3,038) ---------- ---------- Net cash provided by financing activities 41,541 72,735 ---------- ---------- Net increase in cash and cash equivalents 208 566 Cash and cash equivalents at beginning of period 3,790 2,376 ---------- ---------- Cash and cash equivalents at end of period $3,998 $2,942 ========== ==========
Alexandria Real Estate Equities, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements(Unaudited)
1. Background and Basis of Presentation
Background
Alexandria Real Estate Equities, Inc. is a real estate investment trust ("REIT") formed in 1994. We are engaged primarily in the ownership, operation, management, acquisition, expansion and selective redevelopment and development of properties containing a combination of office and laboratory space. We refer to these properties as "life science facilities." Our life science facilities are designed and improved for lease primarily to pharmaceutical, biotechnology, life science product and service companies, not-for-profit scientific research institutions, universities and related government agencies. As of June 30, 2003, our portfolio consisted of 88 properties in nine states with approximately 5.7 million rentable square feet.
We have prepared the accompanying interim financial statements in accordance with accounting principles generally accepted in the United States and in conformity with the rules and regulations of the Securities and Exchange Commission. In our opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. The results of operations for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2002.
Basis of Presentation and Significant Accounting Policies
The accompanying condensed consolidated financial statements include the accounts of Alexandria Real Estate Equities, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
1. Background and Basis of Presentation (continued)
Accumulated Other Comprehensive Income
Accumulated other comprehensive income consists of the following (in thousands):
June 30, December 31, 2003 2002------------ ------------ Unrealized gain on marketable securities $735 $214 Unrealized loss on interest rate swap agreements (9,438) (9,038) ------------ ------------ ($8,703) ($8,824) ============ ============
The following table provides a reconciliation of comprehensive income (in thousands):
Three Months Ended Six Months Ended June 30, June 30, -------------------- -------------------- 2003 2002 2003 2002 --------- --------- --------- ---------Net income $12,549 $10,220 $24,698 $19,823 Unrealized gain (loss) on marketable securities 515 (879) 521 (1,810) Unrealized (loss) gain on interest rate swap agreements (545) (713) (400) 1,010 --------- --------- --------- --------- Comprehensive income $12,519 $8,628 $24,819 $19,023 ========= ========= ========= =========
Investments
We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry. All of our investments in publicly traded companies are considered "available for sale" under the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS 115"), and are recorded at fair value and included in other assets in the accompanying balance sheets. Fair value has been determined by the closing trading price at the balance sheet date, with unrealized gains and losses shown as a separate component of stockholders' equity. The classification of investments under SFAS 115 is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date. The cost of investments sold is determined by the specific identification method, with realized gains and losses included in interest and other income.
Investments in privately held entities are included in other assets and accounted for under the provisions of Accounting Principles Board Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock" ("APB 18"). Investments in privately held entities are generally accounted for under the cost method, as we do not influence any operating or financial policies of the entities in which we invest.
Investments in privately held entities as of June 30, 2003, totaled $42,237,000 and are included in other assets in the accompanying balance sheets.
For all of our investments, if a decline in the fair value of an investment below its carrying value is determined to be other than temporary, such investment is written down to its estimated fair value with a non-cash charge to current earnings.
The following table summarizes our available-for-sale securities (in thousands):
June 30, December 31, 2003 2002 ----------- -----------Adjusted cost of available-for-sale securities $ 1,876 $ 1,876 Gross unrealized gains 735 214 Gross unrealized losses - - ----------- ----------- Fair value of available-for-sale securities $ 2,611 $ 2,090 =========== ===========
Impact of Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51 ("FIN 46"), which requires the consolidation of entities in which an enterprise absorbs a majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity. Currently, entities are generally consolidated by an enterprise when it has a controlling financial interest through ownership of a majority voting interest in the entity. FIN 46 applies immediately to variable interest entities created after January 31, 2003 and is effective July 1, 2003 for variable interest entities acquired before February 1, 2003. We are currently evaluating the effects of the issuance of FIN 46, but we do not believe it will have a material impact on our financial statements.
In April 2003, the FASB issued Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"), which amends and clarifies financial accounting and reporting for derivative instruments and hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 149, among other things, clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative, clarifies when a derivative contains a financing component and amends the definition of an "underlying" to conform it to language used in FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". SFAS 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS 149 did not have a material impact on our financial statements.
2. Rental Properties
Rental properties consist of the following (in thousands):
June 30, December 31, 2003 2002 ----------- -----------Land $149,948 $151,297 Buildings and improvements 839,059 829,739 Tenant and other improvements 117,893 108,863 ----------- ----------- 1,106,900 1,089,899 Less accumulated depreciation (129,379) (113,477) ----------- ----------- $977,521 $976,422 =========== ===========
3. Unsecured Line of Credit
We have an unsecured line of credit under which we may borrow up to $440 million. The maximum amount of permitted borrowings under our unsecured line of credit was increased to $440 million from $425 million in June 2003. The line of credit has a maturity date of July 2005, which may be extended at our sole option for an additional one-year period. Borrowings under our unsecured line of credit bear interest at a floating rate based on our election of either a LIBOR based rate or the higher of the bank's reference rate and the Federal Funds rate plus 0.5%. For each LIBOR-based advance, we must elect a LIBOR period of one, two, three or six months.
Our line of credit contains financial covenants, including, among other things, maintenance of minimum net worth, a total liabilities to gross asset value ratio, and a fixed charge coverage ratio. In addition, the terms of the line of credit restrict, among other things, certain investments, indebtedness, distributions and mergers. As of June 30, 2003, borrowings outstanding on the line of credit carried a weighted average interest rate of 2.84%.
The line of credit contains provisions which limit aggregate borrowings under the line. This limit is calculated based on the net operating income derived from a pool of unencumbered assets not to exceed the full amount available under the line of credit of $440 million. As of June 30, 2003, this calculation resulted in an amount of $443 million and therefore, the maximum permitted borrowings under the line of credit were limited to $440 million.
We utilize interest rate swap agreements to hedge certain of our exposure to variable interest rates associated with our unsecured line of credit. These agreements involve the exchange of fixed and floating interest payments without the exchange of the underlying principal amount (the "notional amount"). Interest received under all of our swap agreements is based on the one-month LIBOR rate. The net difference between the interest paid and interest received is reflected as an adjustment to interest expense.
The following table summarizes our interest rate swap agreements as of June 30, 2003 (dollars in thousands):
Notional Interest Transaction Dates Effective Dates Amounts Pay Rates Termination Dates Fair Values - ----------------- ---------------- ------------- ---------- ----------------- ------------March 2002 December 31, 2002 $ 50,000 5.364% December 31, 2004 $ (3,103) July 2002 January 1, 2003 $ 25,000 3.855% June 30, 2005 (1,204) July 2002 January 1, 2003 $ 25,000 3.865% June 30, 2005 (1,210) December 2002 January 2, 2003 $ 25,000 3.285% June 30, 2006 (1,046) December 2002 January 2, 2003 $ 25,000 3.285% June 30, 2006 (1,046) November 2002 June 1, 2003 $ 25,000 3.115% December 31, 2005 (902) November 2002 June 1, 2003 $ 25,000 3.155% December 31, 2005 (927) ---------- Total $ (9,438) ==========
4. Stockholders' Equity
In June 2003, we declared a cash dividend on our common stock aggregating $10,133,000 ($ 0.53 per share) for the calendar quarter ended June 30, 2003. In June 2003, we declared a cash dividend on our Series A preferred stock aggregating $916,000 ($ 0.59375 per share) for the period from April 15, 2003 through July 15, 2003. In June 2003, we also declared a cash dividend on our Series B preferred stock aggregating $1,308,000 ($0.56875 per share) for the period April 15, 2003 through July 15, 2003. We paid these dividends on July 14, 2003.
5. Stock Option Plan
For 2002 and all prior years, we elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related Interpretations in accounting for our employee and non-employee director stock options, stock grants and stock appreciation rights. Under APB 25, because the exercise price of the options we granted equals the market price of the underlying stock on the date of grant, no compensation expense had been recognized.
In December 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure" ("SFAS 148"), which addresses alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. Effective January 1, 2003, we have adopted the fair value recognition provisions of Statement of Financial Accounting Standard No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), prospectively to all employee awards granted, modified or settled after January 1, 2003.
5. Stock Option Plan (continued)
The following table provides pro forma disclosures of the estimated fair value of the options amortized to expense over the option vesting periods as if we had accounted for our stock option awards for all periods under the fair value method under SFAS 123 from the date they were granted (in thousands, except per share information):
Three Months Ended Six Months Ended June 30, June 30, ----------------- ----------------- 2003 2002 2003 2002 -------- -------- -------- --------Net income available to common stockholders, as reported $10,324 $7,995 $20,248 $15,693 Add: Stock-based employee compensation expense included in reported net income - - - - Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards (333) (259) (668) (481) -------- -------- -------- -------- Pro forma net income available to common stockholders $9,991 $7,736 $19,580 $15,212 ======== ======== ======== ======== Earnings per share: Basic - as reported $0.54 $0.48 $1.07 $0.95 ======== ======== ======== ======== Basic - pro forma $0.53 $0.46 $1.03 $0.92 ======== ======== ======== ======== Diluted - as reported $0.54 $0.47 $1.06 $0.93 ======== ======== ======== ======== Diluted - pro forma $0.52 $0.45 $1.02 $0.90 ======== ======== ======== ========
6. Net Income Per Share
The following table shows the computation of net income per share of our common stock outstanding (dollars in thousands, except per share amounts):
Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2003 2002 2003 2002 ----------- ----------- ----------- -----------Net income available to common stockholders $10,324 $7,995 $20,248 $15,693 =========== =========== =========== =========== Weighted average shares of common stock outstanding - basic 18,952,445 16,747,201 18,924,290 16,579,163 Add: dilutive effect of stock options and stock grants 238,027 370,629 236,105 341,599 ----------- ----------- ----------- ----------- Weighted average shares of common stock outstanding - diluted 19,190,472 17,117,830 19,160,395 16,920,762 =========== =========== =========== =========== Net income per common share: - Basic $0.54 $0.48 $1.07 $0.95 =========== =========== =========== =========== - Diluted $0.54 $0.47 $1.06 $0.93 =========== =========== =========== =========== Common dividends declared per share $0.53 $0.50 $1.06 $1.00 =========== =========== =========== ===========
7. Discontinued Operations
On January 1, 2002, Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144") became effective. SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. Under SFAS 144, a property is classified as held for sale when all of the following criteria for a plan of sale have been met: 1) management, having the authority to approve the action, commits to a plan to sell the property, 2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary, 3) an active program to locate a buyer, and other actions required to complete the plan to sell have been initiated, 4) the sale of the property is probable and is expected to be completed within one year, 5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and 6) actions necessary to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When all of these criteria have been met, the property is classified as held for sale and its operations are classified as discontinued operations. Amounts from prior periods are reclassified from continuing operations to discontinued operations. A loss is recognized for any initial adjustment of the asset's carrying amount to fair value less costs to sell in the period the asset qualifies as held for sale. The accompanying statements have been presented in compliance with SFAS 144.
As of June 30, 2003, we have one property that has been designated as "held for sale" under the provisions of SFAS 144. Interest expense included in discontinued operations represents interest related to a secured note payable which is expected to be assumed by the buyer in connection with the anticipated sale. Depreciation of assets is discontinued commencing on the date they are designated as "held for sale". During the first quarter of 2003, we sold one property located in the San Francisco Bay market which could not be redeveloped pursuant to our original strategic objectives and that had been designated as "held for sale" during the fourth quarter 2002. The total sale price for the property was approximately $6.8 million. In connection with this sale, we recorded a loss on sale of property of $455,000 during the three months ended March 31, 2003. This loss is included on the income statement in income from discontinued operations in 2003. Properties held for sale are included in rental properties in the consolidated balance sheets.
The following is a summary of operations and net assets of the properties designated as "held for sale" (in thousands):
Three Months Ended Six Months Ended June 30, June 30, --------------------- --------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ----------Revenue $1,191 $1,149 $2,401 $2,404 Operating expenses 175 133 388 369 ---------- ---------- ---------- ---------- Revenue less operating expenses 1,016 1,016 2,013 2,035 Interest 362 357 701 718 Depreciation - 243 - 486 Income before loss on ---------- ---------- ---------- ---------- sale of property 654 416 1,312 831 Loss on sale of property - - 455 - Income from discontinued ---------- ---------- ---------- ---------- operations $654 $416 $857 $831 ========== ========== ========== ==========
June 30, December 31, 2003 2002 ---------- ----------Properties held for sale, net $36,394 $43,361 Cash and cash equivalents 3 3 Tenant security deposits and other restricted cash 132 115 Tenant receivables (9) (1) Deferred rent 1,126 1,081 Other assets 98 97 ---------- ---------- Total assets $37,744 $44,656 ========== ========== Secured note payable 18,576 18,777 Accounts payable, accrued expenses and tenant security deposits 1,072 1,112 ---------- ---------- Total liabilities 19,648 19,889 ---------- ---------- Net assets of discontinued operations $18,096 $24,767 ========== ==========
8. Subsequent Events
In August 2003, we obtained a loan for $30,000,000, secured by first deeds of trust on three of our properties located in Maryland. The loan bears interest at a rate of 6.36% per annum and is payable in monthly installments based on a 30-year amortization schedule. The loan is due in September 2013. The proceeds of the loan were used to pay down a portion of the outstanding balance on our unsecured line of credit.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain information and statements included in this Quarterly Report on Form 10-Q, including, without limitation, statements containing the words "believes", "expects", "may", "will", "should", "seeks", "approximately", "intends", "plans", "estimates" or "anticipates", or the negative of these words or similar words, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions and financial trends that may affect our future plans of operation, business strategy, results of operations and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, those described below in this report and under the headings "Business Risks" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2002. We do not take any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events or otherwise. Readers of this Form 10-Q should also read our Securities and Exchange Commission and other publicly filed documents for further discussion regarding such factors.
As used in this Form 10-Q, "we", "our", "ours" and "us" refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.
The following discussion should be read in conjunction with the financial statements and notes appearing elsewhere in this report.
Overview
Since our formation in October 1994, we have devoted substantially all of our resources to the ownership, operation, management, acquisition, expansion and selective redevelopment and development of high quality, strategically located properties containing a combination of office and laboratory space leased principally to tenants in the life science industry. We refer to these properties as "life science facilities".
As of June 30, 2003, our portfolio consisted of 88 properties containing approximately 5.7 million rentable square feet of office/laboratory space. As of that date, our properties were approximately 96% leased, excluding those properties in our redevelopment program. Our primary source of revenue is rental income and tenant recoveries from leases at the properties we own. The comparability of financial data from period to period is affected by the timing of our property acquisition, development and redevelopment activities.
Results of Operations
Comparison of Three Months Ended June 30, 2003 ("Second Quarter 2003") to Three Months Ended June 30, 2002 ("Second Quarter 2002")
Rental revenue increased by $3.8 million, or 14%, to $31.7 million for Second Quarter 2003 compared to $27.9 million for Second Quarter 2002. The increase resulted primarily from rental revenue from properties acquired, placed in service or redeveloped after April 1, 2002. Rental revenue from the properties operating continuously since April 1, 2002 (the "Second Quarter Same Properties") increased by $440,000, or 1.9%, with approximately half of this increase resulting from an increase in occupancies and half resulting from increases in rental rates. The average occupancy level of the Second Quarter 2003 Same Properties was 97.1% as of June 30, 2003, compared to 96.7% as of June 30, 2002.
Tenant recoveries increased by $1.3 million, or 19%, to $8.0 million for Second Quarter 2003 compared to $6.7 million for Second Quarter 2002. The increase resulted primarily from tenant recoveries from properties acquired, placed in service or redeveloped after April 1, 2002. Tenant recoveries for the Second Quarter Same Properties increased by $576,000, or 9.9%, primarily due to increases in certain recoverable operating expenses.
Interest and other income increased by $108,000, or 35%, to $413,000 for Second Quarter 2003 compared to $305,000 for Second Quarter 2002. The increase resulted primarily from an increase in service fee income. Service fee income primarily relates to our supervision of construction projects at our properties for third parties.
Rental operating expenses increased by $1.4 million, or 21%, to $8.3 million for Second Quarter 2003 compared to $6.9 million for Second Quarter 2002. The increase resulted partially from rental operating expenses for properties acquired, placed in service or redeveloped after April 1, 2002. Operating expenses for the Second Quarter Same Properties increased by $587,000, or 10.0%, primarily due to increases in property taxes and heating, ventilation and air conditioning expenses, substantially all of which are recoverable from our tenants through tenant recoveries.
The following is a comparison of property operating data computed under accounting principles generally accepted in the United States ("GAAP Basis") and under accounting principles generally accepted in the United States, adjusted to exclude the effect of straight line rent adjustments required by GAAP ("Cash Basis") for the Second Quarter Same Properties (dollars in thousands):
For the Three Months Ended June 30, ----------------------- 2003 2002 Change ----------- ----------- ---------GAAP BASIS (1): Revenue $30,100 $29,080 3.5% Operating expenses 6,485 5,898 10.0% ----------- ----------- --------- Revenue less operating expenses $23,615 $23,182 1.9% =========== =========== ========= CASH BASIS (1): Revenue $29,506 $28,500 3.5% Operating expenses 6,485 5,898 10.0% ----------- ----------- --------- Revenue less operating expenses $23,021 $22,602 1.9% =========== =========== =========
________
General and administrative expenses increased by $236,000, or 7%, to $3.5 million for Second Quarter 2003 compared to $3.3 million for Second Quarter 2002, mainly due to general increases in costs, primarily payroll and related expenses.
Interest expense was $6.5 million for both Second Quarter 2003 and Second Quarter 2002. An increase for Second Quarter 2003 resulted from secured indebtedness incurred since April 1, 2002, offset by a reduction in the floating interest rate on our unsecured line of credit. The weighted average interest rate on borrowings under our unsecured line of credit (excluding the effect of swap agreements) decreased from 3.65% as of June 30, 2002 to 2.84% as of June 30, 2003.
Depreciation and amortization increased by $1.4 million, or 17%, to $9.8 million for Second Quarter 2003 compared to $8.3 million for Second Quarter 2002. The increase resulted primarily from depreciation associated with the properties acquired, placed in service or redeveloped after April 1, 2002.
Income from discontinued operations of $654,000 for Second Quarter 2003 reflects the results of operations of one property that has been designated as held for sale.
As a result of the foregoing, net income was $12.5 million for Second Quarter 2003 compared to $10.2 million for Second Quarter 2002.
Comparison of Six Months Ended June 30, 2003 ("Six Months 2003") to Six Months Ended June 30, 2002 ("Six Months 2002")
Rental revenue increased by $9.0 million, or 17%, to $63.3 million for Six Months 2003 compared to $54.3 million for Six Months 2002. The increase resulted primarily from rental revenue from properties acquired, placed in service or redeveloped after January 1, 2002. Rental revenue from the properties operating continuously since January 1, 2002 (the "Six Months Same Properties") increased by $752,000, or 1.7%, primarily due to a slight increase in occupancies. The average occupancy level of the Six Months 2003 Same Properties was 97.8% as of June 30, 2003, compared to 97.4% as of June 30, 2002.
Tenant recoveries increased by $3.2 million, or 24%, to $16.6 million for Six Months 2003 compared to $13.4 million for Six Months 2002. The increase resulted primarily from tenant recoveries from properties acquired, placed in service or redeveloped after January 1, 2002. Tenant recoveries for the Six Months Same Properties increased by $1.6 million, or 14.7%, primarily due to increases in certain recoverable operating expenses.
Interest and other income decreased by $31,000, or 4%, to $757,000 for Six Months 2003 compared to $788,000 for Six Months 2002. The decrease resulted primarily from a decrease in interest income from a secured note receivable that was paid off by the borrower in First Quarter 2002.
Rental operating expenses increased by $3.6 million, or 26%, to $17.1 million for Six Months 2003 compared to $13.6 million for Six Months 2002. The increase resulted partially from rental operating expenses for properties acquired, placed in service or redeveloped after January 1, 2002. Operating expenses for the Six Months Same Properties increased by $1.4 million, or 13.2%, primarily due to increases in property taxes and insurance, substantially all of which are recoverable from our tenants through tenant recoveries.
The following is a comparison of property operating data computed under accounting principles generally accepted in the United States ("GAAP Basis") and under accounting principles generally accepted in the United States, adjusted to exclude the effect of straight line rent adjustments required by GAAP ("Cash Basis"), for the Six Months Same Properties (dollars in thousands):
For the Six Months Ended June 30, ----------------------- 2003 2002 Change ----------- ----------- ---------GAAP BASIS (1): Revenue $57,077 $54,698 4.3% Operating expenses 12,214 10,791 13.2% ----------- ----------- --------- Revenue less operating expenses $44,863 $43,907 2.2% =========== =========== ========= CASH BASIS (1): Revenue $55,763 $53,051 5.1% Operating expenses 12,214 10,791 13.2% ----------- ----------- --------- Revenue less operating expenses $43,549 $42,260 3.1% =========== =========== =========
_________
General and administrative expenses increased by $312,000, or 5%, to $7.1 million for Six Months 2003 compared to $6.8 million for Six Months 2002, mainly due to general increases in costs, primarily payroll and related expenses.
Interest expense increased by $507,000, or 4%, to $13.4 million for Six Months 2003 compared to $12.9 million for Six Months 2002. The increase resulted from secured indebtedness incurred since January 1, 2002, offset by a reduction in the floating interest rate on our unsecured line of credit. The weighted average interest rate on borrowings under our unsecured line of credit (excluding the effect of swap agreements) decreased from 3.65% as of June 30, 2002 to 2.84% as of June 30, 2003.
Depreciation and amortization increased by $2.9 million, or 18%, to $19.2 million for Six Months 2003 compared to $16.3 million for Six Months 2002. The increase resulted primarily from depreciation associated with the properties acquired, placed in service or redeveloped after January 1, 2002.
Income from discontinued operations of $857,000 for Six Months 2003 reflects the results of operations of two properties that have been designated as held for sale. In the first quarter of 2003, we sold one property in the San Francisco Bay market that had been designated as "held for sale". In connection with the sale, we recorded a loss on sale of property of $455,000.
As a result of the foregoing, net income was $24.7 million for Six Months 2003 compared to $19.8 million for Six Months 2002.
Liquidity and Capital Resources
Cash flows
Net cash provided by operating activities for Six Months 2003 increased by $13.0 million to $39.9 million compared to $27.0 million for Six Months 2002. The increase resulted primarily from increases in cash flows from our portfolio of operating properties and an increase in accounts payable, accrued expenses and tenant security deposits.
Net cash used in investing activities decreased by $17.9 million to $81.3 million for Six Months 2003 compared to $99.1 million for Six Months 2002, primarily due to property acquisitions totaling $3.7 million (excluding assumption of a $3.4 million secured note payable) for the Six Months 2003 as compared to $50.3 million for the Six Months 2002. This decrease was partially offset by a higher level of development activity for the Six Months 2003.
Net cash provided by financing activities decreased by $31.2 million to $41.5 million for Six Months 2003 compared to $72.7 million for Six Months 2002, primarily due to the issuance of common and preferred stock in Six Months 2002 (none was issued in Six Months 2003) offset partially by proceeds from secured indebtedness and borrowings under our line of credit for Six Months 2003.
Contractual obligations and commitments
Contractual obligations as of June 30, 2003, consists of the following (dollars in thousands):
Payments by Period Total 2003 2004-2005 2006-2007 Thereafter ------------- -------- --------- --------- ---------- Contractual ObligationsSecured notes payable (1) $ 310,244 $ 3,069 $ 37,395 $ 56,750 $ 213,030 Ground lease obligations 25,778 365 1,461 1,461 22,491 Other obligations 981 244 737 - - ------------- -------- --------- --------- ---------- Total $ 337,003 $ 3,678 $ 39,593 $ 58,211 $ 235,521 ============= ======== ========= ========= ==========
Secured notes payable as of June 30, 2003 include 16 notes secured by 37 properties.
Ground lease obligations as of June 30, 2003 include leases at five of our properties and one land development parcel. These lease obligations have remaining lease terms of 14 to 53 years, exclusive of extension options.
In addition to the above, as of June 30, 2003, we were also committed under the terms of construction contracts and certain leases to complete the development of buildings and related improvements at a remaining aggregate cost of $20.2 million.
As of June 30, 2003, we were also committed to fund approximately $26.8 million for the construction of building infrastructure improvements and for certain investments.
Tenant security deposits and restricted cash
Tenant security deposits and restricted cash as of June 30, 2003 consist of the following (in thousands):
Amount ---------Funds held in trust under the terms of certain secured notes payable $7,643 Security deposit funds based on the terms of certain lease agreements 1,962 Funds held in escrow to complete the development of an office/laboratory facility 362 --------- $9,967 =========
Secured debt
Secured debt as of June 30, 2003 consists of the following (dollars in thousands):
Balance at Stated June 30, Interest Location of Collateral 2003 Rates Maturity Dates - ------------------------------------------ ------------ ------------ --------------Lexington, MA $3,362 8.45% August 2004 San Francisco, CA (two properties) 22,520 LIBOR + 1.70% January 2005 (1) Worcester, MA (2) 10,015 8.75% January 2006 Durham, NC (two properties) 11,961 8.68% December 2006 Gaithersburg, MA (three properties) 9,754 8.25% August 2007 Cambridge, MA (3) 18,576 9.125% October 2007 Chantilly, VA and Seattle, WA 34,632 7.22% May 2008 San Diego, CA (four properties) 40,751 6.95% July 2009 Worcester, MA and San Diego, CA 18,468 8.71% January 2010 Gaithersburg, MD (two properties) 24,223 8.33% November 2010 San Diego, CA (six properties) 23,736 7.75% July 2011 Gaithersburg, MD (three properties) 27,904 7.40% January 2012 San Diego, CA (four properties) 33,857 6.21% March 2013 Alameda, CA 2,841 7.165% January 2014 Seattle, WA (two properties) 17,721 7.75% June 2016 San Diego, CA 11,491 7.50% August 2021 ------------ $311,812 ============
The following is a summary of the scheduled principal payments for our secured debt as of June 30, 2003 (in thousands):
Year Amount -------------------------------------2003 $3,069 2004 9,221 2005 28,174 2006 25,367 2007 31,383 Thereafter 213,030 ----------- Subtotal 310,244 Unamortized Premium 1,568 ----------- Total $311,812 ===========
Unsecured line of credit
Notional Interest Transaction Dates Effective Dates Amounts Pay Rates Termination Dates Fair Values - ----------------- ----------------- ---------------- --------- ----------------- ----------March 2002 December 31, 2002 $50,000 5.36% December 31, 2004 $ (3,103) July 2002 January 1, 2003 $25,000 3.86% June 30, 2005 (1,204) July 2002 January 1, 2003 $25,000 3.87% June 30, 2005 (1,210) December 2002 January 2, 2003 $25,000 3.29% June 30, 2006 (1,046) December 2002 January 2, 2003 $25,000 3.29% June 30, 2006 (1,046) November 2002 June 1, 2003 $25,000 3.12% December 31, 2005 (902) November 2002 June 1, 2003 $25,000 3.16% December 31, 2005 (927) ------------ $ (9,438) ============
We do not believe we are exposed to more than a nominal amount of credit risk in our interest rate swap agreements, as the counterparties are established, well-capitalized financial institutions.
Other resources and liquidity requirements
We expect to continue meeting our short-term liquidity and capital requirements generally by using our working capital and net cash provided by operating activities. We believe that net cash provided by operating activities will continue to be sufficient to make the distributions necessary to enable us to continue qualifying as a real estate investment trust. We also believe that net cash provided by operating activities will also be sufficient to fund recurring capital expenditures and leasing commissions.
We expect to meet certain long-term liquidity requirements, such as for property acquisitions, property development and redevelopment activities, scheduled debt maturities, expansions and other non- recurring capital improvements, through net cash provided by operating activities, long-term secured and unsecured indebtedness, including borrowings under our line of credit, and the issuance of additional debt and/or equity securities.
Capital Expenditures and Leasing Costs
The following provides additional information with respect to capital expenditures and leasing costs incurred during the six months ended June 30, 2003 (dollars in thousands):
Property-related capital expenditures (1)
$ 389
Leasing costs (2)
$ 259
Property-related redevelopment costs (3)
$ 25,815
Property-related development costs
$ 18,846
Purchase of property under development
$ 36,332
Purchase of rental property (4)
$ 7,089
_______
Inflation
Approximately 87% of our leases (on a square footage basis) are triple net leases that require tenants to pay substantially all real estate taxes and insurance and common area and other operating expenses, including increases therein. In addition, approximately 8% of our leases (on a square footage basis) require the tenants to pay a majority of operating expenses. Approximately 92% of our leases (on a square footage basis) contain effective annual rent escalations that are either fixed (generally ranging from 3% to 4%) or indexed based on a CPI index. Accordingly, we do not believe that our earnings or cash flow are subject to significant risk from inflation. An increase in inflation, however, could result in an increase in the cost of our variable borrowings, including under our unsecured line of credit.
Funds from Operations
GAAP basis accounting for real estate assets utilizes historical cost accounting and assumes real estate values diminish over time. In an effort to overcome the mis-correlation between real estate values and historical cost accounting for real estate assets, the Board of Governors of the National Association of Real Estate Investment Trusts ("NAREIT") established the measurement tool of funds from operations ("FFO"). Since its introduction, FFO has become a widely used non-GAAP financial measure by REITs. We believe that FFO is helpful to investors as an additional measure of the performance of an equity REIT. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its April 2002 White Paper (the "White Paper"), which may differ from the methodology for calculating FFO utilized by other equity REITs, and, accordingly, may not be comparable to such other REITs. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. While FFO is a relevant and widely used measure of operating performance of REITs, it should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our financial performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. We believe that net income is the most directly comparable GAAP financial measure to FFO.
The following table presents our FFO for the three and six months ended June 30, 2003 and 2002 (in thousands):
For the Three Months Ended For the Six Months Ended June 30, June 30, ----------------------- ------------------------ 2003 2002 2003 2002 ----------- ----------- ----------- -----------Net income $12,549 $10,220 $24,698 $19,823 Add Depreciation and amortization (1) 9,760 8,557 19,221 16,794 Loss on sale of property (2) - - 455 - Subtract Dividends on preferred stock (2,225) (2,225) (4,450) (4,130) ----------- ----------- ----------- ----------- Funds from operations (FFO) $20,084 $16,552 $39,924 $32,487 =========== =========== =========== ===========
Property and Lease Information
The following table is a summary of our property portfolio as of June 30, 2003 (dollars in thousands):
Rentable Annualized Number of Square Base Occupancy Properties Feet Rent Percentages ----------- ----------- ---------- ----------- MarketsCalifornia - Pasadena 1 31,343 $417 66.5% California - San Diego 21 953,258 26,407 95.1% California - San Francisco Bay 9 515,526 16,188 100.0% Eastern Massachusetts 10 695,394 24,366 90.8% New Jersey/Suburban Philadelphia 6 346,919 6,251 100.0% Southeast 5 259,414 4,309 87.2% (1) Suburban Washington D.C. 21 1,730,555 28,374 96.1% Washington - Seattle 5 440,284 16,106 99.8% ----------- ----------- ---------- ----------- Subtotal 78 4,972,693 122,418 95.5% Redevelopment properties 10 755,515 8,150 44.8% ----------- ----------- ---------- ----------- Total 88 5,728,208 $130,568 88.8% =========== =========== ========== ===========
The following table provides information with respect to the lease expirations at our properties as of June 30, 2003:
Square Percentage of Annualized Base Year of Number of Footage of Aggregate Rent of Expiring Lease Expiring Expiring Portfolio Leased Leases (per Expiration Leases Leases Square Footage square foot) - ----------- -------------- -------------- ---------------- ----------------2003 (1) 45 423,512 8.3% $21.12 2004 45 565,104 11.1% $20.95 2005 19 275,925 5.4% $28.09 2006 31 783,735 15.4% $23.70 2007 13 315,001 6.2% $24.32 Thereafter 51 2,725,048 53.6% $27.82
(1) Includes 21 month-to-month leases and leases expiring between July 1, 2003 and December 31, 2003.
The following table is a summary of our lease activity for the three months ended June 30, 2003 computed on a GAAP Basis and on a Cash Basis:
Rental TI's/Lease Average Number Square Expiring New Rate Commissions Lease of Leases Footage Rates Rates Changes Per Foot Terms --------- --------- --------- --------- -------- ------------ ---------Leasing ActivityLease Expirations Cash Basis 28 170,345 $25.52 -- -- -- -- GAAP Basis 28 170,345 $25.57 -- -- -- -- Renewed / Releasable Space Leased Cash Basis 4 30,697 $15.00 $16.76 11.7% $0.36 1.4 Years GAAP Basis 4 30,697 $14.38 $16.97 18.0% $0.36 1.4 Years Month-to-Month Leases In Effect Cash Basis 18 83,111 $19.85 $19.84 -0.1% -- -- GAAP Basis 18 83,111 $19.79 $19.80 0.1% -- -- Redeveloped/Developed/ Vacant Space Leased Cash Basis 9 47,882 -- $24.37 -- $3.54 5.6 Years GAAP Basis 9 47,882 -- $24.46 -- $3.54 5.6 YearsLeasing Activity SummaryExcluding Month-to-Month Leases Cash Basis 13 78,579 -- $21.39 -- -- -- GAAP Basis 13 78,579 -- $21.54 -- -- -- Including Month-to-Month Leases Cash Basis 31 161,690 -- $20.59 -- -- -- GAAP Basis 31 161,690 -- $20.64 -- -- --
The following table is a summary of our lease activity for the six months ended June 30, 2003 computed on a GAAP Basis and on a Cash Basis:
Rental TI's/Lease Average Number Square Expiring New Rate Commission Lease of Leases Footage Rates Rates Changes Per Foot Terms -------- -------- -------- -------- -------- --------- ---------Leasing ActivityLease Expirations Cash Basis 40 274,348 $24.02 -- -- -- -- GAAP Basis 40 274,348 $23.99 -- -- -- -- Renewed / Releasable Space Leased Cash Basis 13 162,116 $25.35 $22.27 -12.1% (1) $0.92 2.0 Years GAAP Basis 13 162,116 $25.48 $23.75 -6.8% (1) $0.92 2.0 Years Month-to-Month Leases In Effect Cash Basis 18 83,111 $20.01 $19.81 -1.0% -- -- GAAP Basis 18 83,111 $19.83 $19.77 -0.3% -- -- Redeveloped/Developed/ Vacant Space Leased Cash Basis 19 98,171 -- $27.14 -- $2.56 4.0 Years GAAP Basis 19 98,171 -- $27.42 -- $2.56 4.0 YearsLeasing Activity SummaryExcluding Month-to-Month Leases Cash Basis 32 260,287 -- $24.11 -- -- -- GAAP Basis 32 260,287 -- $25.13 -- -- -- Including Month-to-Month Leases Cash Basis 50 343,398 -- $23.07 -- -- -- GAAP Basis 50 343,398 -- $23.84 -- -- --
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. The primary market risk to which we are exposed is interest rate risk, which may result from many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control.
In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps, floors and other interest rate exchange contracts. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, such as counter-party credit risk and the legal enforceability of hedging contracts.
Our future earnings, cash flows and fair values relating to financial instruments are primarily dependent upon prevalent market rates of interest, such as LIBOR. However, our interest rate swap agreements are intended to reduce the effects of interest rate changes. Based on interest rates at, and our swap agreements in effect on, June 30, 2003, we estimate that a 1% increase in interest rates on our line of credit, after considering the effect of our interest rate swap agreements, would decrease annual future earnings and cash flows by approximately $1.7 million. We further estimate that a 1% decrease in interest rates on our line of credit, after considering the effect of our interest rate swap agreements in effect on June 30, 2003, would increase annual future earnings and cash flows by approximately $1.7 million. A 1% increase in interest rates on our secured debt and interest rate swap agreements would decrease their aggregate fair value by approximately $19.3 million. A 1% decrease in interest rates on our secured debt and interest rate swap agreements would increase their aggregate fair value by approximately $20.3 million.
These amounts are determined by considering the impact of the hypothetical interest rates on our borrowing cost and our interest rate swap agreements in effect on June 30, 2003. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.
We have exposure to equity price market risk because of our equity investments in certain publicly traded companies and privately held entities. We classify investments in publicly traded companies as available-for-sale and, consequently, record them on our balance sheet at fair value with unrealized gains or losses reported as a component of comprehensive income or loss. Investments in privately held entities are generally accounted for under the cost method, as we do not influence any of the investees' operating or financial policies. For all investments, we recognize other than temporary declines in value against earnings in the same period the decline in value was deemed to have occurred. There is no assurance that future declines in values will not have a material adverse impact on our future results of operations. By way of example, a 10% decrease in the fair value of our equity investments below book value would decrease their value by approximately $4.5 million.
Item 4. CONTROLS AND PROCEDURES
As of June 30, 2003, we performed an evaluation, under the supervision of our chief executive officer ("CEO") and chief financial officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2003. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to June 30, 2003.
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 2, 2003, we held our Annual Meeting of Stockholders.
At the meeting, seven directors were elected to serve for a one-year term and until theirsuccessors are duly elected and qualify. The following directors were elected to pursuant to the votes indicated:
Director
"For"
"Withheld"
Jerry M. Sudarsky
11,749,198
4,981,359
Joel S. Marcus
16,076,406
654,151
James H. Richardson
Richard B. Jennings
16,029,450
701,107
David M. Petrone
Anthony M. Solomon
Alan G. Walton
At the meeting, our stockholders also voted to ratify the selection of Ernst & Young LLP as our independent public accountants for the fiscal year ending December 31, 2003. A total of 15,310,010 shares voted "for" the ratification, 1,287,541 shares voted "against" and 133,006 shares abstained.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
12.1 Computation of Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
We filed a Current Report on Form 8-K, dated August 8, 2003, pursuant to which we furnished to the Securities and Exchange Commission our earnings release dated August 8, 2003, regarding our second quarter 2003 financial results.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 14, 2003.
/s/ Joel S. MarcusJoel S. MarcusChief Executive Officer(Principal Executive Officer)
/s/ Peter J. NelsonPeter J. NelsonChief Financial Officer and Treasurer (Principal Financial and Accounting Officer)